[DUE TO A TECHNICAL PROBLEM, PART I OF THE FORM 10-K FILED ON APRIL
2, 2001 DID NOT APPEAR IN THE SEC'S EDGAR ARCHIVE; THIS FILING IS
MADE TO CORRECT THE PROBLEM.  THIS FILING ALSO REPLACES EXHIBIT
10.34 OF THE FORM 10-K.]


               SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C.  20549


     ______________________________________________________


                           FORM 10-K



    [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

                SECURITIES EXCHANGE ACT OF 1934

     ______________________________________________________

          FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                 COMMISSION FILE NUMBER 0-8640


                SYNCOR INTERNATIONAL CORPORATION
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                        85-0229124
 (State or other jurisdiction of          (I.R.S. Employer
  incorporation or organization)        Identification No.)

   6464 CANOGA AVENUE, WOODLAND              91367-2407
        HILLS, CALIFORNIA

 (Address of principal executive             (Zip Code)
             offices)

                         (818) 737-4000
      (Registrant's telephone number, including area code)

  Securities registered pursuant to Section 12(b) of the Act:
                              None

  Securities registered pursuant to Section 12(g) of the Act:

                  COMMON STOCK $.05 PAR VALUE
                        (Title of Class)

Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes X   No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulations S-K (section 229.405 of this
chapter) is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.X

The aggregate market value of the voting stock held by non-
affiliates of the Registrant, computed by reference to the
average closing bid and asked prices of such stock on March
26, 2001, was $691,511,557.  For purposes of the foregoing
calculation, each executive officer and director of
Registrant was deemed an "affiliate" of Registrant. The
number of shares outstanding (excluding treasury shares) of
the Registrant's $0.05 par value common stock as of March
26, 2001 was 24,433,588 shares.

             DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's definitive Proxy Statement for
Registrant's Annual Meeting of Stockholders to be held on
June 19, 2001, are incorporated by reference into Part III
of this report.


              SYNCOR INTERNATIONAL CORPORATION

                      TABLE OF CONTENTS

                   FORM 10-K ANNUAL REPORT

                      DECEMBER 31, 2000


PART I


Item 1.  BUSINESS                                             1

Item 2   PROPERTIES                                           12

Item 3.  LEGAL PROCEEDINGS                                    12

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  N/A

PART II


Item 5   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED

         STOCKHOLDER MATTERS                                  13

Item 6   SELECTED FINANCIAL DATA                              13

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                  15

Item 7A. QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES   ABOUT  21
         MARKET RISK

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA          21

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE                  N/A

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   21

Item 11. EXECUTIVE COMPENSATION                               21

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT                                           22

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       22

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
         REPORTS ON FORM 8-K                                  22



                           PART I



ITEM 1.  BUSINESS.

We are a leading provider of high-technology health care
services, primarily for the radiopharmacy and medical
imaging segments of the health care industry.

We are the nation's leading provider of radiopharmacy
services. Through our integrated network of 127 domestic
radiopharmacies and 19 international radiopharmacies, we
compound, dispense and distribute patient-specific unit dose
radiopharmaceuticals to customers located in 48 states in
the United States and in 14 foreign countries. We also
distribute bulk radiopharmaceuticals.

Historically, most of the radiopharmaceuticals we dispense
and distribute have been for use in diagnosing
cardiovascular disease and other heart problems. We have
preferred distribution rights in the United States and
certain foreign countries to Cardiolite(R), the world's best-
selling cardiac imaging agent. Recently, we have undertaken
2 new initiatives for the production and distribution of
radiopharmaceuticals used in other diagnostic and
therapeutic procedures, including F-18 Fluorodeoxyglucose
(FDG), the most common radiopharmaceutical used in positron
emission tomography (PET) procedures, and brachytherapy
seeds. PET is a highly sensitive radiopharmaceutical imaging
technology useful in diagnosing cancer and follow-up
monitoring.  Brachytherapy is increasingly used for treating
prostate cancer, the most frequently diagnosed cancer in
United States males.

We also are one of the nation's leading providers of
outpatient medical imaging services performed outside of
hospitals. We currently own and operate 58 free-standing
outpatient medical imaging centers in metropolitan areas
located in 10 states in the United States and 11 imaging
centers in 4 foreign countries. Our centers offer magnetic
resonance imaging (MRI) and other medical imaging
modalities, including computer axial tomography (CT),
mammography, ultrasound, X-ray and fluoroscopy. In 2000, we
began providing PET imaging services in the first of our PET
centers as part of our integrated PET strategy.


RADIOPHARMACY SERVICES MARKET

Radiopharmacies are specialized pharmacies that compound,
dispense and distribute prescriptions for
radiopharmaceuticals used primarily in diagnostic medical
imaging procedures. Radiopharmaceuticals combine radioactive
isotopes with targeting compounds that concentrate in a
particular human organ or in particular types of human
tissue and can be detected with the use of special scanning
devices. Radiopharmaceutical imaging procedures help
physicians detect irregularities in organ tissue in order to
identify heart disease, cancer and other diseases without
the need for invasive surgery. The predominant current use
of radiopharmaceuticals is for cardiac perfusion imaging and
other procedures for imaging the heart. These procedures
have gained widespread acceptance in recent years as an
important tool in diagnosing certain heart conditions. They
also are being increasingly used in the fields of oncology
and neurology.

Through the late 1970s, hospitals offering
radiopharmaceutical imaging procedures typically operated
their own on-site radiopharmacies, which procured
radioisotope products in bulk and compounded and dispensed
patient-specific unit doses as needed for their own
purposes. The radioisotopes used in radiopharmaceuticals
decay, and because they have a short shelf life, this was
believed to be the only viable means of having an injection
available when the prescribing physician requested a
procedure.

In 1974, we pioneered the concept of outsourcing
radiopharmacy services to lower hospital costs and enhance
physician service and support compared with operating an on-
site radiopharmacy. Our formula for outsourcing of unit
doses has since been widely adopted, and in 2000 an
estimated 85% to 90% of radiopharmaceutical patient doses
were compounded at offsite pharmacies.

As the world's population expands and life expectancies
increase, the demand for radiopharmacy and medical imaging
services is likely to continue to grow, particularly in the
areas of cardiology and oncology where early diagnosis is
critical to effectively treat patients. Approximately 12
million radiopharmaceutical imaging procedures were
performed in the United States in 2000, including more than
120,000 PET procedures. In 2000, the United States market
for all radiopharmacy services was about $925 million, of
which about 65% related to heart imaging procedures and 20%
related to cancer imaging procedures. We expect the United
States market for all radiopharmacy services to grow at a
rate of 8% to 10% annually.

PET is a clinically proven, safe method for imaging lung
cancer, esophageal cancer, colorectal cancer, lymphoma,
melanoma, head and neck cancers, myocardial viability, and
refractory seizures, all of which have been approved by the
Health Care Financing Administration (HCFA) for Medicare
reimbursement.  PET can be used to visualize rapidly growing
tumors, to determine tumor response to radiation or
chemotherapy, to diagnose recurrence of tumor growth after
surgical removal and to decide the best location for
biopsying a suspected tumor. PET also is a useful tool in
determining whether exploratory surgery, radiation therapy,
organ transplantation or other procedures may be necessary.
HCFA's reimbursement policy has helped to stimulate
wider acceptance and increasing availability of PET imaging
procedures. The United States market for PET imaging
procedures in 2000 was estimated at $80 million, and is
expected to grow to over $100 million in 2001.

Prostate cancer is the most frequently diagnosed cancer in
American males. The American Cancer Society estimates there
will be 198,100 new cases diagnosed in the United States
during 2001. For those with localized cancer of the
prostate, about 60% of those diagnosed, the most common
treatment is surgical removal of the prostate and some of
the surrounding tissue in a procedure called radical
prostatectomy, which is expensive and poses serious
potential complications. Brachytherapy, which is less
invasive, involves the permanent placement into the prostate
of tiny pellets or "seeds" containing radioactive material.
Brachytherapy seeds deliver a therapeutic dose of radiation
to the cancerous tumor, while minimizing radiation dosage to
surrounding tissue.

We estimate that almost 38,000 brachytherapy procedures were
performed in the United States in 2000, accounting for 30%
of all therapies for treatable prostate cancer. The United
States market for brachytherapy seeds now exceeds $154
million. We believe that the number of brachytherapy
procedures for treating prostate cancer will continue to
grow as patients and their physicians become familiar with
this therapy. Brachytherapy also is used on a limited basis
in treating restenosis and solid-tumor cancers other than
prostate cancer.


MEDICAL IMAGING SERVICES MARKET

Total annual spending for medical imaging services in the
United States for 2000 was estimated at $55 billion to $60
billion, with services provided in free-standing outpatient
centers representing about $15 billion to $17 billion of
this amount. There are more than 3,000 free-standing
outpatient medical imaging centers nationwide. The medical
imaging services industry is being affected by the increased
influence of managed care organizations and reimbursement
pressures. We believe that reforms in the health care
industry emphasizing cost containment and accountability
will continue to shift the delivery of outpatient medical
imaging services from over 3,000 independent owners and
operators of outpatient centers to companies operating
networks of regional centers offering multiple medical
imaging modalities. We believe there is an opportunity for
us to quickly establish a leading position in this highly
fragmented market.


OUR CORE COMPETENCIES

We apply our core competencies in each of our businesses to
make complex medical technologies safer and more accessible,
convenient and cost-effective for physicians and their
patients.

Our core competencies include:

*   Providing highly responsive and reliable services
    tailored to our customers' specific needs.

We process customer orders and deliver patient-specific unit
dose prescriptions on a 24-hours-a-day-7-days-a-week basis.
Depending on the customer's requirements and location, we
can compound, dispense and deliver prescriptions within 1 to
6 hours. This enables our customers to obtain the correct
doses at the right time in order to effectively schedule
their imaging procedures.

*   Managing complex, highly decentralized service
    networks.

We operate 127 radiopharmacies in 41 states and 94 distinct
markets and 58 medical imaging centers in 10 states.  We
also operate 19 radiopharmacies in 14 foreign countries and
11 imaging centers in 4 countries.  Our large multi-hospital
system customers benefit from our ability to provide the
same level of service to all of their members regardless of
location. All of our domestic radiopharmacies operate under
uniform business processes and information systems that
allow us to provide consistent and reliable results and
rapidly introduce new products and services.

*   Applying just-in-time scheduling and logistics
    management skills.

Our products and services are highly time-sensitive and must
be provided locally. Our scheduling and logistics management
skills enable us to reduce waste and avoid unnecessary
costs.

*   Delivering proprietary services and products that add
    value for our customers.

We provide our customers with services and products that
improve the safety and efficiency of their businesses,
including proprietary radiopharmaceutical delivery systems
that set new standards for handling and drug delivery
safety. These services and products include our patented
tungsten containers, SECURE(R) Safety Insert Systems and our
proprietary SYNtrac(TM) and UDM(TM) information systems.

*   Developing and implementing protocols to achieve a high
    level of compliance in heavily regulated environments.

The markets we serve are highly regulated. We have a long-
standing positive working relationship with the United
States Nuclear Regulatory Commission, state pharmacy boards,
the United States Department of Transportation, the
Occupational Safety and Health Administration and numerous
local and state regulatory agencies. We regularly perform
compliance and regulatory audits at each of our
radiopharmacies, and have developed and implemented
protocols to achieve a high level of regulatory compliance.
We believe that this experience will allow us to
successfully operate in other highly regulated market
environments.


RADIOPHARMACY SERVICES AND PRODUCTS

We carry on our domestic radiopharmacy operations through an
integrated network of 127 radiopharmacies nationwide. The
locations of our domestic radiopharmacies are as follows:

<TABLE>
<CAPTION>

<S>          <C>              <C>           <C>
             Number of                      Number of
State        Radiopharmacies  State         Radiopharmacies

Alabama             3         Missouri             3
Arizona             2         Nebraska             2
Arkansas            2         Nevada               2
California          14        New Jersey           1
Colorado            3         New Mexico           1
Connecticut         2         New York             7
Delaware            1         North Carolina       3
Florida             9         Ohio                 7
Georgia             4         Oklahoma             2
Idaho               1         Oregon               1
Illinois            2         Pennsylvania         7
Indiana             2         Rhode Island         1
Iowa                1         South Carolina       1
Kansas              1         Tennessee            6
Kentucky            2         Texas                12
Louisiana           2         Utah                 1
Maryland            2         Virginia             2
Massachusetts       1         Washington           2
Michigan            3         West Virginia        2
Minnesota           2         Wisconsin            3
Mississippi         2
</TABLE>
We also own or operate 19 radiopharmacies in 14 foreign
countries as shown in the following table:
<TABLE>
<CAPTION>
<S>               <C>
Country           Number of Radiopharmacies

Australia                     3
China                         2
Colombia                      1
Hong Kong                     1
Israel                        1
Mexico                        1
New Zealand                   1
Philippines                   1
Puerto Rico                   1
South Africa                  1
South Korea                   1
Spain                         1
Taiwan                        3
Thailand                      1
</TABLE>

     Radiopharmacy Operations

Our radiopharmacies operate or are on call 24 hours a day, 7
days a week. At each of our radiopharmacies, customers can
order patient-specific unit doses by telephone or via a
direct computer link-up with our radiopharmacy. As orders
are received, we enter them into a computer to be scheduled.
Orders are compounded, dispensed and delivered to customers,
usually the next day, within 1 to 6 hours before the
scheduled radiopharmaceutical procedure. We also receive and
process same-day orders for unscheduled emergency
procedures.

Our radiopharmacists compound radiopharmaceuticals for unit
doses by mixing a radioactive isotope with the appropriate
imaging agents. A unit dose is drawn from the vial into a
syringe and packed in a specialized lead-lined or tungsten
container. The radioisotope in the syringe is constantly
decaying. Depending on the half-life of the particular
radioisotope and when the procedure is scheduled, our
radiopharmacists calculate the precise amount of
radioisotope which will deliver the correct dosage at the
scheduled time of use. We deliver the prescribed
radiopharmaceutical unit dose directly to customers with our
local fleets of delivery vehicles.

After the customer has used the radiopharmaceutical, the
syringe is typically placed back into the same container to
be picked up and returned to our radiopharmacy by our
delivery personnel. We take responsibility for disposing of
the used syringe product and maintaining records showing
that the product was compounded, shipped and disposed of in
accordance with myriad regulations covering the use and
disposal of radioactive materials.

Our principal products in the United States are cardiac
imaging agents, including Cardiolite(R), the leading cardiac
imaging agent, which we estimate has 62% of the United
States market for these products. We act as the primary
distributor of Cardiolite for the Radiopharmaceutical
Division of DuPont Pharmaceutical Company (DuPont) and of
DuPont's other radiopharmaceutical products under the terms
of a long-term supply and distribution agreement.

Our integrated approach to utilization of PET will focus
initially on our manufacture of FDG and distribution of PET
radiopharmaceuticals.  In August 2000, we acquired two FDG
production sites in Florida, and we plan to open 8 to 10
additional FDG production sites in 2001.  We also operate an
FDG production facility in Israel and another one in Taiwan.
As discussed below under "Medical Imaging Services," we
expect to add PET imaging services at certain of our
existing medical imaging centers or at new centers dedicated
to PET imaging.

In 1999, we received Food and Drug Administration (FDA)
approval to market Iodine-125 brachytherapy seeds in the
United States, and in 2000 we began marketing the
brachytherapy seeds manufactured by us in selected foreign
markets and in the United States.  Radioactive Iodine-125 is
the most common radioactive element used in prostate cancer
brachytherapy procedures.  In 2000, we received FDA approval
to market Palladium-103 seeds in the United States.
Palladium-103 is used in approximately one-third of the
prostate cancer brachytherapy procedures.

     Marketing and Sales of Radiopharmaceuticals

We market and sell our radiopharmacy services in the United
States directly through a sales force of 72 sales and
marketing personnel. Our PET and brachytherapy products also
will be marketed and sold directly in the United States and
will be distributed through our nationwide radiopharmacy
network. We also rely indirectly on sales and marketing by
DuPont and other manufacturers of the radiopharmaceuticals
we distribute.

We will market and distribute our line of Iodine-125
brachytherapy seeds directly in the United States under the
trade name PharmaSeed(TM). In July 2000, we entered into an
agreement with CIS bio international, a subsidiary of
Schering AG, under which it will market and distribute our
Iodine-125 brachytherapy seeds in Europe, North Africa and
parts of Asia.


     Competition

Our radiopharmacies compete for unit dose sales with a
number of distributors, including radiopharmaceutical
manufacturers Mallinckrodt Inc. and Nycomed Amersham PLC,
which have established their own radiopharmacies to supply
unit doses to customers. We also compete for unit dose sales
with Central Pharmacy Services, Inc. (a subsidiary of
Cardinal Health, Inc.), a regional owner and operator of
radiopharmacies, as well as numerous independent
radiopharmacies located in cities throughout the United
States. In certain markets, we compete with universities
which own and operate their own radiopharmacies.

In the bulk product market segment, we compete with
radiopharmaceutical manufacturers, including Mallinckrodt
Inc. and Nycomed Amersham, PLC that sell their products
directly to hospitals and clinics. Through distribution
agreements with manufacturers, we act as their agent to
compete for bulk business. In the United States, our primary
supplier of bulk products is DuPont.

Our PET radiopharmaceuticals will compete with PET
radioisotopes produced and distributed by PETNet
Radiopharmaceutical Services, Inc., Eastern Isotopes, Inc.,
local manufacturers and certain local universities.

Our PharmaSeed brachytherapy products compete with
brachytherapy products from other suppliers, primarily from
Nycomed Amersham PLC, which manufactures and sells Iodine-
125 seeds, Theragenics Corporation, which manufacturers and
sells Palladium-103 seeds, Mentor Corporation, which
distributes Iodine -125 and Palladium-103 seeds manufactured
by North American Scientific,and C.R. Bard, Inc., which
distributes Iodine-125 seeds. Several other companies have
recently introduced or announced their intention to
introduce brachytherapy products, increasing the likelihood
of additional competition.


MEDICAL IMAGING SERVICES

We own or manage 58 free-standing outpatient medical imaging
centers in the United States and 11 centers in 4 foreign
countries.  Our medical imaging centers offer MRI and other
medical imaging modalities, including CT, nuclear imaging,
mammography, ultrasound, X-ray and fluoroscopy.  We also
expect to add PET imaging services at our medical imaging
centers, and to open PET imaging centers in selected
metropolitan areas, the first of which, Desert PET in Rancho
Mirage, California, opened in October 2000. Desert PET is
affiliated with our Desert CT/MRI centers in Rancho Mirage
and Palm Springs and focuses on cancer studies as an
additional service to Desert CT/MRI patients.

All medical services provided by our imaging centers are
performed by licensed radiologists or other qualified
professionals affiliated with or employed by us. The
radiologists read and interpret diagnostic images and
supervise technicians performing medical imaging procedures,
while we perform centralized marketing, legal, billing and
other administrative and technical functions.

We are focusing on developing a leading share in strategic,
regional markets for medical imaging services by developing
a strong physician referral network, nurturing broad managed
care contracts and quality relationships with prominent
radiologists, and working closely with local hospitals in
meeting their outpatient imaging service needs. Managed care
entities and other payers increasingly prefer to work with
fewer providers of healthcare services, including medical
diagnostic imaging. Regional differentiation combined with a
complete offering of medical imaging services may allow us
to be the medical diagnostic imaging partner of choice among
regional payers seeking to minimize the number of providers
under contract.

The following tables show the states and foreign countries
served by our medical imaging centers:

<TABLE>
<CAPTION>
Domestic Medical Imaging     International Medical Imaging
Centers                      Centers
<S>            <C>           <C>              <C>
State          Number of     Country          Number of
               Centers                        Centers

Arizona              7       New Zealand           1
California          28       Puerto Rico           2
Florida             12       Taiwan                7
Illinois             1       Trinidad & Tobago     1
Kansas               1
Louisiana            1
North Carolina       1
Pennsylvania         2
Texas                2
Virginia             3
</TABLE>

We bill and collect both for technical services provided at
our centers and for professional services of physicians
affiliated with our centers. We believe payers prefer our
ability to provide a single bill for all services performed
at our medical imaging centers instead of being billed
separately for technical, professional and other services.
In the third quarter of 2001, we expect to implement an
enterprise-wide integrated medical imaging services
information management and billing system for our centers in
the United States.  This new system will allow us to
standardize medical imaging services protocols and implement
best practices in billing and collection for all our
domestic medical imaging centers. These functions are
performed locally at our international medical imaging
centers.


     Marketing and Sales

We market and sell our medical imaging services through
local marketing personnel and with the help of local
radiologists affiliated with our centers. We focus our
medical imaging services marketing and sales activities on
contracting with health care providers and payers and
attracting referrals from physicians representing various
medical specialties.


     Competition

The market for diagnostic imaging services is characterized
by intense competition and is highly fragmented, with over
3,000 free-standing outpatient medical imaging centers
nationwide and no dominant national imaging services
provider. Competition varies by market and is generally
higher in larger metropolitan areas where there is likely to
be more facilities and more managed care organizations
exerting pricing pressure. We compete in some local markets
with other independent regional owners and operators of free-
standing outpatient medical imaging centers, including
HEALTHSOUTH Corporation, Medical Resources, Inc. and
Radiologix, Inc. We also compete with local hospitals and
private clinics and radiology practices that own diagnostic
imaging equipment. We believe that competition often focuses
on physician referrals at the local level. Successful
competition for referrals depends on many factors, including
participation in health care plans, quality and timeliness
of test results, type and quality of equipment, facility
location, convenience of scheduling and availability of
patient appointment times.


INTERNATIONAL OPERATIONS

Through our wholly-owned subsidiary, Syncor Overseas Ltd.,
we own or manage 19 radiopharmacies, 11 medical imaging
centers, and 2 catheterization laboratories in 15 foreign
countries. Additional radiopharmacies and medical imaging
centers in foreign countries are being considered for
development.

Our international radiopharmacies and medical imaging
centers operate similarly to those in the United States.
These operations are managed locally by country managers who
are responsible for the marketing, sales, billing and
collection and other functions.

We have recently begun operations in Argentina and Brazil.
In 2000, we acquired Bionuclear, S.A., a distributor,
reseller and refurbisher of medical imaging equipment in
Argentina.  In  February 2001, we entered into a partnership
with a hospital in Sao Paulo, Brazil to operate a gamma
knife facility.  A gamma knife is a high technology medical
device capable of delivering an extremely accurate, single
dose of radiation in treating lesions, tumors and other
abnormalities deep within the brain.


RADIOPHARMACEUTICAL PRODUCTION OPERATIONS

We currently produce Iodine-123 capsules and Iodine-125
brachytherapy seeds dispensed and distributed through our
network of radiopharmacies.  Our subsidiary in Golden,
Colorado manufactures Iodine-123 capsules, and our
subsidiary in Shanghai, People's Republic of China,
manufactures Iodine-125 brachytherapy seeds.  In August
2000, we began the production of FDG isotopes from two
cyclotron facilities in Florida, and we intend to open 8 to
10 additional cyclotron facilities in strategic locations
across the United States in 2001.


PRINCIPAL CUSTOMERS

Our principal United States radiopharmacy customers include:

*    Corporate account customers that negotiate contracts
     on behalf of regional or national networks of
     hospitals and clinics, including hospital alliances,
     hospital systems and group purchasing organizations
     (GPOs);

*    Local independent hospitals and clinics that purchase
     radiopharmaceuticals from us independent of any
     agreement or membership with a national managed care
     provider or GPO; and

*    Community-based, multiple-facility integrated
     healthcare networks, known as IHNs, that control
     purchasing for a limited group of hospitals and
     clinics that may or may not be affiliated or aligned
     with a corporate account customer.

Radiopharmacy sales to corporate account customers and IHNs
affiliated with GPOs were approximately $175.0 million in
2000, representing 27.8% of our net sales. Our largest
corporate account customers include AmeriNet Inc. and Health
Trust Purchasing Group (formerly Columbia/HCA). In 2000,
sales to AmeriNet and Health Trust represented 13.6% and
6.1%, respectively, of our net sales.  During 2000, no other
customer accounted for as much as 5% of our net sales.

Our medical imaging sales depend to a large extent upon the
acceptance of outpatient diagnostic imaging procedures as
covered benefits under various third-party payer programs.
In order to be reimbursed for these services, payment must
be approved by private insurers or the Medicare and Medicaid
reimbursement programs. In 2000, Medicare and Medicaid
accounted for about 11.4% of our net sales.  The remaining
sales were generated from managed care organizations,
conventional indemnity insurance companies, workers'
compensation and lien cases, and individual payers.


PRINCIPAL PRODUCTS

Our principal products are cardiac imaging agents, including
Cardiolite(R), to which we have preferred distribution
rights. Sales of Cardiolite represented 44.8% of our net
sales in 2000, compared to 46.3% of our net sales in 1999
and 45.0% in 1998.  Our other principal radiopharmacy
products include Thallium, a generic cardiac imaging agent,
which accounted for 7.4% of our net sales in 2000, compared
to 9.2% of our net sales in 1999 and 11.2% in 1998.

We act as the primary distributor of Cardiolite and DuPont's
other radiopharmaceutical products under the terms of a long-
term supply and distribution agreement with DuPont. The
agreement, which became effective February 1, 1994, replaced
an earlier supply agreement with DuPont which had been in
place since 1988. Under the terms of the agreement, we have
the exclusive rights to distribute Cardiolite within a
prescribed geographic area surrounding substantially all of
our existing radiopharmacies.

The DuPont agreement will expire on December 31, 2003 unless
it is renewed.  Both parties are currently discussing
whether or not the agreement will be renewed, the terms for
any renewal and other possible modifications to the
agreement.  There is no assurance whether or on what terms
the DuPont agreement will be renewed.


GOVERNMENT REGULATION

Each of our radiopharmacies in the United States is licensed
by and must comply with the regulations of the United States
Nuclear Regulatory Commission (NRC) or corresponding state
agencies. In addition, each pharmacy is licensed and
regulated by the Board of Pharmacy in the state where it is
located. Our manufacturing facility in Colorado and our
Florida PET production facilities are licensed by the
State(s) of Colorado and Florida to handle radioactive
materials and are registered with the Food and Drug
Administration (FDA) as manufacturing facilities. As FDA-
registered manufacturing facilities, they must comply with
the FDA's "good manufacturing practices" (GMP) standards.

Periodic inspections of our radiopharmacies are conducted by
the NRC and various other federal and state agencies.
Unsatisfactory inspection results could lead to escalated
enforcement action, the imposition of fines or the
suspension, and/or revocation or denial of renewal of the
licenses for the location inspected. We devote substantial
human and financial resources to ensure continued regulatory
compliance by our radiopharmacies.

We are subject to the various federal, state and local
regulations relating to occupational safety and health and
the use and disposal of bio-hazardous materials. In
addition, our products are subject to federal, state and
local regulations relating to drugs and medical devices.

Our transport of radioactive materials is regulated by the
United States Department of Transportation (DOT). We audit
our own radiopharmacies for DOT compliance. The DOT and
state regulators also conduct periodic and unannounced
inspections of our pharmacies for DOT compliance. Failure to
correct violations could result in penalties and fines to
us.

Compliance with the applicable environmental control laws
and regulations, such as those regulating the use and
disposal of radioactive materials, is inherent in the
industry and the normal operations of our radiopharmacies
and our manufacturing facility. Historically, compliance
with such laws and regulations has not had a material
adverse effect on our capital expenditures, earnings or
competitive position.

The Federal Medicare and Medicaid Anti-Kickback Statute and
similar state statutes prohibit the offering, payment,
solicitation or receipt of any form of remuneration in
return for the purchase, lease or order or provision of any
item or service that is covered by Medicare or Medicaid.

The Office of Inspector General of the United States
Department of Health and Human Services periodically issues
Fraud Alerts identifying practices it believes may violate
federal fraud and abuse laws. One Fraud Alert addresses
joint venture and contractual arrangements between health
care providers. Another concerns prescription drug marketing
practices. Drug marketing activities may implicate the
federal fraud and abuse laws because the cost of drugs are
often reimbursed by Medicare and Medicaid. According to the
Fraud Alert, questionable practices may include payments to
pharmacists to recommend a particular drug or product. We
try to structure our business arrangements to comply with
federal fraud and abuse laws. However, if we are found to
have violated any of these laws, we could suffer penalties,
fines or possible exclusion from the Medicare, Medicaid or
other governmental programs, which would adversely affect
our results of operations.

The federal government and all states in which we operate or
plan to operate medical imaging centers in the United States
regulate various aspects of the medical imaging business.

Reimbursement for medical imaging may be undergoing change
as third-party payers, such as Medicare and Medicaid, health
maintenance organizations and other health insurance
carriers, increase efforts to control the cost, utilization
and delivery of health care services. Legislation has been
proposed or enacted at both the federal and state levels to
regulate health care delivery in general and medical imaging
services in particular. The Health Care Financing
Administration (HCFA), the agency which establishes Medicare
reimbursement policies, has considered making significant
reductions in reimbursement rates for medical imaging
services in the past and has indicated that it is continuing
to evaluate these rates. We believe new initiatives by HCFA
to lower these reimbursement rates can be expected in the
future. Starting August 1, 2000, HCFA also began using
prices submitted by manufacturers to set reimbursements for
many hospital outpatient drugs, including
radiopharmaceuticals, instead of reimbursing these products
as a direct cost pass-through. We are not able to predict
the long-term impact of this change in the reimbursement
system upon our business.

The medical imaging business also is subject to state
insurance laws governing the presentation and payment of
insurance claims for medical imaging services to patients
with health insurance.

The establishment and operation of outpatient diagnostic
imaging centers are subject to various licensure
requirements. Some states require a Certificate of Need
(CON) in certain circumstances to establish, construct,
acquire or expand health care facilities and services. We
may also have to comply with federal certification
requirements, such as the federal certification requirement
to provide mammography examinations. Our imaging centers are
also subject to federal and state regulations relating to
testing standards, personnel accreditation and compliance
with government reimbursement programs.

The Federal Medicare and Medicaid Anti-Kickback Statute and
similar state statutes prohibit the offering, payment,
solicitation or receipt of any form of remuneration in
return for the referral of Medicare or Medicaid patients or
patient care opportunities, or in return for the purchase,
lease, order or provision of any item or service that is
covered by Medicare or Medicaid.

The Federal False Claims Act and similar state statutes
prohibit the presentation of a claim for payment under
Medicare, Medicaid and other federally funded programs
containing false or misleading information. Violations of
the False Claims Act can result in civil penalties of
between $5,000 and $10,000 per false claim plus treble
damages.

The "Stark II" statute, enacted under the Omnibus Budget
Reconciliation Act of 1993, prohibits a physician from
making a referral to an entity for the furnishing of
designated health services (including diagnostic imaging
services) for which Medicare may otherwise pay, if the
physician has a financial relationship with that entity. In
addition, a number of states (including California and
Florida) have enacted their own versions of self-referral
laws. Our medical imaging services business also may be
subject to the laws of certain states which prohibit the
practice of medicine by non-physicians or the splitting of
fees between physicians and non-physicians.

We are also subject to licensing and regulation under
federal, state and local laws relating to the handling and
disposal of medical specimens, infectious and hazardous
waste and radioactive materials, as well as to the safety
and health of laboratory employees. The sanctions for
failure to comply with these regulations may include denial
of the right to conduct business, significant fines and
criminal penalties.

Our international operations also are subject to various
local laws, rules and regulations.

We believe that we are in substantial compliance with all
material laws and regulations applicable to our businesses.


PATENTS, TRADEMARKS AND LICENSES

We own a number of United States trademarks and, patents,
including patent rights to the SECURE(R) Safety Insert
System designed to eliminate the potential for contamination
of the lead or tungsten container with the blood from the
used syringe. With our system, the risk of needlesticks also
is reduced substantially. We also have patent rights to a
family of radiopharmaceutical delivery systems referred to
as the "Pigs" (Piglet(TM), Piglet2(TM) and PETPig(TM)). Our
Pigs are tungsten containers that weigh considerably less
than traditional lead containers and set new industry
standards for the safe transport and handling of radioactive
substances. They also provide enhanced radiation shielding,
resulting in a reduction in radiation exposure to our
radiopharmacy personnel and customers.

We also license our proprietary Windows-based SYNtrac(TM),
Unit Dose Manager(TM) and NucLink(TM) integrated software
and hardware systems to our customers to assist in the
management of their nuclear medicine departments and to
facilitate electronic communication between our local
radiopharmacies and customers. As of March, 2001, we had
licensed our software systems to more than 2,000 customers.

Our trademarks, patents and licenses contribute
significantly to our ability to operate our pharmacies
efficiently, provide high-quality customer service and build
mutually beneficial long-term customer relationships.

We also have 510(k) clearnace from the Food and Drug
Administration to market Iodine-125 and Palladium-103
brachytherapy seeds for the treatment of prostate cancer.

EMPLOYEES

As of March 2001, we employed over 3,600 people in the
United States, of whom approximately 2,900 were employed
full-time. We also employ about 350 people outside of the
United States, including over 330 full-time employees. Of
our full-time domestic employees, about 397 are
radiopharmacists or radiopharmacy technicians employed at
our radiopharmacies, over 269 are employed as medical
imaging technologists at our medical imaging centers and
about 842 are employed as customer service assistants to
deliver our radiopharmaceuticals. Our employees are among
our most important stockholders. Nearly 73% of our domestic
full-time employees own our common stock through their
participation in our ESSOP, which is our largest
stockholder.

With limited exceptions in foreign countries, none of our
employees are covered by a collective bargaining agreement.
We consider our employee relations to be good.

RISK FACTORS

Except for the historical information and discussions,
statements contained in this Form 10-K may constitute
"forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.  These
statements involve a number of risks, uncertainties and
other factors that could cause actual results to differ
materially from those expressed in or implied by such
statements due to a number of factors, including the risk
factors below.

*    One of the products we distribute, Cardiolite,
accounted for 44.8% of our net sales in 2000. We have
preferred distribution rights for Cardiolite from DuPont,
which will expire in December 2003 unless they are renewed.
A reduction in our sales of Cardiolite, which could occur if
new cardiology imaging agents were to be developed that were
functionally equivalent or superior to Cardiolite or if our
distribution rights to Cardiolite are allowed to expire at
the end of 2003, could have a material adverse effect on our
business, results of operations and financial condition.

*    Our principal supplier in the United States is DuPont,
from which we obtain Cardiolite, as well as Thallium, a
generic cardiac imaging agent which accounted for 7.4% of
our net sales in 2000. Our business, results of operations
or financial condition could be materially adversely
affected if there were an extended interruption in the
supply of products by DuPont and we did not have an adequate
inventory of these products, or we encountered delays in
obtaining alternative products from other suppliers.

Technetium is a radioisotope used to compound products which
accounted for 47.3% of our net sales in 2000. We obtain most
of our United States supply of technetium from technetium
generators supplied by DuPont. Technetium decays, however,
and because it has a short half-life, we cannot maintain a
substantial inventory of this isotope. An interruption in
the supply of technetium generators and our inability to
obtain alternative supplies, depending on the length of the
interruption, could have a material adverse effect on our
business, results of operations or financial condition.

*    Corporate account customers representing regional or
national networks of hospitals accounted for 27.8% of our
net sales in 2000, with sales to AmeriNet Inc. and Health
Trust Purchasing Group (formerly Columbia/HCA) constituting
19.7% of our net sales. Corporate account customers may
cancel some of our contracts on short notice, and the trend
toward consolidation of hospital and clinic groups and the
use of large purchasing groups may put pressure on our
future profit margins. If we lose any significant corporate
account customers (whether as a result of a cancellation of
our contract, an acquisition of our customer by another
company, a material deterioration in the financial condition
of our customer or otherwise) and we are not able to retain
as customers the individual hospitals and clinics
represented by the corporate account, our radiopharmacy net
sales may be adversely affected, which could have a material
adverse effect on our business, results of operations or
financial condition.

*    We depend in significant part on payment and
reimbursement from governmental and nongovernmental third-
party payers. This reimbursement directly affects our
medical imaging services business and indirectly affects our
radiopharmacy services business because it affects the
amounts our customers are reimbursed for our
radiopharmaceuticals. The primary trend in the United States
health care industry is toward cost containment. The
increasing prevalence of managed care, centralized
purchasing decisions, consolidation among and integration of
health care providers and competition for patients is
continuing to affect pricing, purchasing and usage patterns.
Decisions regarding the use of a particular drug treatment
are increasingly influenced by large private payers, managed
care organizations, group purchasing organizations, pharmacy
benefits management companies, regional integrated delivery
systems and other similar organizations, and are becoming
more economically focused, with decisions taking into
account product cost and whether a product reduces the
overall cost of treatment. Cost containment measures exerted
by third-party payers, the influence of such organizations
over decisions regarding the use of diagnostic tests or drug
treatments, the financial inability of any such payers to
satisfy their payment obligations to us or a shift in the
mix of our private payers to managed care organizations,
could have a material adverse effect on our business,
results of operations or financial condition.

We also derive a significant portion of our revenue from
governmental programs such as Medicare and Medicaid. In
2000, we generated 11.4% of our net sales from direct
reimbursements from these programs. These programs are
highly regulated and subject to periodic changes and cost
containment measures. In recent years, changes in these
programs have limited and reduced reimbursements to
providers, and we believe these trends may continue. The
level of reimbursement we are able to obtain for our medical
imaging services increasingly will depend on our ability to
properly categorize and bill for these items. Further
reimbursement reductions by Medicare or Medicaid or any
shift in our mix of reimbursements away from private payers
to governmental payers could have a material adverse effect
on our business, results of operations or financial
condition.

*    Medical diagnostic and treatment technologies are
subject to continual changes. Should new radiopharmaceutical
products be developed for the diagnosis or treatment of
diseases, particularly in the cardiovascular or oncology
areas, for which we are unable to obtain marketing rights,
or if new diagnostic or treatment modalities are developed
for diseases addressed by our products that are not based on
nuclear medicine, our radiopharmacy revenues could be
adversely affected, which could have a material adverse
effect on our business, results of operations or financial
condition.

The emergence of new types of equipment or significant
improvements to the existing types of equipment for medical
imaging could render our existing medical imaging equipment
obsolete or noncompetitive and require us to significantly
modify or abandon our existing imaging equipment. This could
have a material adverse effect on our business, results of
operations or financial condition.

*    We own United States patents covering our SECURE(R)
Safety Insert System for the delivery of our
radiopharmaceutical products, as well as for our PETPig(TM)
family of radiopharmaceutical delivery systems. We also
license our proprietary integrated software and hardware
systems to many of our customers for the management of their
nuclear medicine departments and to facilitate
communications with our customers. In addition, we rely on
certain other trade secrets and other proprietary know-how
that are either not patentable or that we choose not to
patent.  Should any of our competitors successfully
challenge or circumvent our patents, or should any of our
proprietary nonpatented information be disclosed to or
discovered by third parties, our business, results of
operations or financial condition could be materially and
adversely affected.  Should we violate the intellectual
property rights of others, we could be subjected to costly
litigation and be required to pay significant damages to
these parties and to discontinue or substantially modify our
business activities that are in violation of these rights,
which also could have a material adverse effect on our
business, results of operations or financial condition.

*    Our international operations accounted for 6.3% of our
net sales in 2000, and we expect our international
operations to contribute a growing percentage of net sales
as we expand these operations. Our foreign operations are
subject to inherent uncertainties and risks of doing
business internationally, which may be increased as the
result of our strategy of targeting emerging market
countries, including:

	*   Fluctuations in currency rates, which may affect
          our reported earnings;
	*   Potential need to conduct operations through local
          joint ventures;
	*   Political, regulatory and economic instability in
          the countries where we operate; and
	*   Potential imposition of trade restrictions,
          including duties and import quotas.


ITEM 2.  PROPERTIES.

Our corporate headquarters is located in Woodland Hills,
California. We lease approximately 60,967 square feet at
that location. Our current lease is for a term of ten years,
which commenced on March 1, 1997, with one five-year renewal
option. In October 2000, we entered into an agreement to
lease an additional 35,886 square feet in a building
adjacent to the corporate headquarters.  The lease has a
term of 6 years, with one 5-year renewal option.

Our medical imaging services headquarters is currently
located in Westlake Village, California, but will be
transferred to the building adjacent to our corporate
headquarters in Woodland Hills during the second quarter of
2001.  We also lease approximately 19,666 feet of
administrative office space in a facility in Duluth,
Georgia. The lease, which commenced in October 18, 1996, is
for a term of ten years.

We lease the space housing all of our radiopharmacies in the
United States. Of the 58 locations that house our medical
imaging centers in the United States, 4 are owned by us and
54 are leased.  Of our international radiopharmacies, we own
4 locations and lease 15 others, and of our international
medical imaging centers, we own 2 locations and lease 9
others.

We believe our owned and leased facilities are adequate for
our current needs.


ITEM 3.   LEGAL PROCEEDINGS.

We are party to a number of lawsuits and legal proceedings
involving claims arising in the normal course of our
business. We believe that these claims, in the aggregate,
will not have a material adverse effect on our business,
financial condition or results of operations.



                                   PART II



     ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS.


     MARKET INFORMATION.  The Common Stock of the Company is traded on the
     Nasdaq National Market under the symbol "SCOR."  The following table sets
     forth the range of high and low sales prices on the National Market of
     the Common Stock for the periods indicated, as reported by Nasdaq. Such
     quotations represent inter-dealer prices without retail market, markdown
     or commission and may not necessarily represent actual transactions.


<TABLE>
<CAPTION>
					HIGH ($)	LOW ($)
                                        ________        _______

             <S>                        <C>             <C>

             1999
		First Quarter		17.25		12.25
		Second Quarter		18.00		12.96
		Third Quarter		20.00		14.50
		Fourth Quarter		20.36		13.37

             2000
		First Quarter		16.50		11.02
		Second Quarter		36.00		13.00
		Third Quarter		43.95		32.75
		Fourth Quarter		39.06		23.75

</TABLE>


     As of December 31, 2000, there were 738 holders of record of the Common
     Stock.  On December 31, 2000, the last sale price reported on the Nasdaq
     National Market for the Common Stock was $36.37 per share. The Company
     has never paid cash dividends on its Common Stock and has no present
     intention to do so.

     On July 11, 2000, the Company's Board of Directors declared a two-for-one
     stock split of the Company's Common Stock in the form of a stock
     dividend. The stock dividend was distributed on August 9, 2000 to
     stockholders of record on July 26, 2000.

     All references to per share amounts have been restated to reflect this
     stock split.



     ITEM 6.	SELECTED CONSOLIDATED FINANCIAL DATA.


     The following balance sheet data and statements of income for the five
     years ended December 31, 2000 has been derived from the Company's audited
     consolidated financial statements.  Consolidated balance sheets at
     December 31, 2000 and 1999 and the related consolidated statements of
     income and of cash flows for each of the three years in the period ended
     December 31, 2000 and notes thereto appear elsewhere herein.  The data
     should be read in conjunction with the annual consolidated financial
     statements, related notes and other financial information appearing
     elsewhere herein.

<PAGE>


     SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                                                 TWELVE MONTHS ENDED DECEMBER 31,
     (IN THOUSANDS EXCEPT PER SHARE DATA)

                                                  2000       1999       1998      1997      1996
     ____________________________________________________________________________________________

     <S>                                      <C>        <C>        <C>       <C>       <C>

     Net sales                                $629,394   $520,309   $449,023  $380,563  $366,447

     Gross profit                              224,846    169,321    131,950    90,165    80,193

     Income:
       Continuing operations                    29,538     19,221     13,931    10,032     6,900

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

       Net income                              $29,538    $19,221    $13,931   $11,095    $4,636
     ____________________________________________________________________________________________

     Earnings per basic share(1):
       Continuing operations                     $1.23      $0.82      $0.65     $0.50     $0.33

       Discontinued operations,
         net of taxes                                -          -          -      0.05     (0.11)

       Net income                                $1.23      $0.82      $0.65     $0.55     $0.22
     ____________________________________________________________________________________________

     Earnings per diluted share(1):
       Continuing operations                     $1.11      $0.75      $0.61     $0.49     $0.32

       Discontinued operations,
         net of taxes                                -          -          -      0.05     (0.10)

       Net income                                $1.11      $0.75      $0.61     $0.54     $0.22
     ____________________________________________________________________________________________

     Cash, cash equivalents and
       marketable securities                  $ 29,676   $ 23,073   $ 19,722  $ 29,301  $ 27,711

     Working capital                          $ 80,353   $ 56,326   $ 44,024  $ 34,685  $ 35,515

     Total assets                             $470,571   $312,642   $256,567  $164,563  $145,563

     Long-term debt                           $137,886   $ 76,326   $ 70,322  $ 17,332  $  7,595

     Stockholders' equity                     $185,880   $140,337   $111,373  $ 87,367  $ 78,532

     Weighted average shares outstanding(1):
       Basic                                    23,948     23,340     21,452    19,996    20,848

       Diluted                                  26,657     25,478     22,678    20,564    21,258

     Current ratio                                1.56       1.61       1.59      1.60      1.62
     ____________________________________________________________________________________________


     Number of domestic radiopharmacies            125        123        120       119       121

     Number of domestic imaging centers             58         49         37         -         -
     ____________________________________________________________________________________________

</TABLE>

     (1)  All share and per share amounts reflect the August 9, 2000
	  two-for-one stock split for all periods presented.

<PAGE>

     ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS.


     FORWARD LOOKING STATEMENTS


     Except for the historical information and discussions contained herein,
     statements contained in this Annual Report on Form 10-K may constitute
     "forward looking statements" within the meaning of the Private
     Securities Litigation Reform Act of 1995.  These statements involve a
     number of risks, uncertainties and other factors that could cause actual
     results to differ materially, including: changes in the regulation of the
     healthcare industry at either or both of the federal and state levels;
     changes or delays in the Company's reimbursement for services by
     governmental or private payers; the Company's failure to continue to
     develop and market new products and services and to keep pace with
     technological change; competitive pressures; failure to obtain or
     protect intellectual property rights; quarterly fluctuations in
     revenues and volatility of the Company's stock price; the Company's
     ability to attract and retain key personnel; currency risks;
     dependence on certain suppliers; the Company's ability to successfully
     manage acquisitions and alliances; legal, political and economic
     changes; and other risks, uncertainties and factors discussed in the
     "Risk Factors" section above and elsewhere herein, in the Company's
     other filings with the SEC or in materials incorporated by reference.
     Given these uncertainties, undue reliance should not be placed on such
     forward looking statements.




     RESULTS OF OPERATIONS CALENDAR YEAR 2000 AND 1999


     NET SALES

     Consolidated sales in fiscal year 2000 totaled $629.4 million, an
     increase of 21 percent over fiscal year 1999. The Company's growth
     was the result of strong contributions from all operating groups.
     Sales were affected by continued cardiac imaging growth, price
     increases, improvement in product mix, and the continued
     expansion of our medical imaging and international markets.


     U.S. Pharmacy Services Business

     Sales for this group were approximately $489.0 million, an increase of
     11.1 percent or $48.7 million over the 1999 results. Favorable market
     trends, the Company's dedication to customer service and our extensive
     service network 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 most significant factor affecting the
     Company is the continuing growth of diagnostic cardiac imaging. This
     technology has shown continuing growth as a result of its efficacy as
     a tool in the management of cardiovascular disease. The Company's
     annual revenue growth from cardiac imaging continues at the rate of 12
     percent. There are three agents, two proprietary and one generic, that
     physicians can use 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 U.S.
     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 2000. The generic agent, to which the Company also
     has access, continues to lose market share due to the switching to the
     newer proprietary agents.  The Company implemented a price increase on
     Cardiolite(R) and several other products in both 1999 and 2000. These
     price increases of approximately 3.5 percent also contributed to the
     sales growth for these respective years.

     The Company believes that with the progressive aging of the United
     States population 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 71 percent of the revenues generated by this operating
     group.

     The Company has also realigned its resources to more effectively
     manage the complex medical technologies in our progression to "disease
     state management." The Company views its role as a critical link that
     will allow for expanded use of complex technologies in the diagnosis
     and treatment of patients.



     U.S. Medical Imaging Business

     Sales for 2000 were $100.8 million and grew at an annual rate of 82.7
     percent or $45.6 million over the 1999 results. This growth is the
     result of acquisitions and existing store growth. Existing store growth
     accounted for $6.9 million of the change with acquisitions and start-up
     sites accounting for the remainder. Syncor, through its subsidiary CMI,
     provides imaging services,  magnetic resonance imaging (MRI) scans and
     computerized tomography (CT) which are used in diagnostic medicine. The
     Company has been successful in growing the business with same store
     procedure volume increasing 18 percent for MRI and 21 percent for CT
     compared to 1999. This success is due to expansion of the scope of the
     clinical applications and growth of the physician referral base. In
     2000, the Company focused its efforts on expanding its range of clinical
     applications for MRI procedures and improving the scope of its network
     penetration in selected markets. The Company continued to grow its
     Florida, California and Arizona networks through acquisitions during
     2000.


     International Operations

     Sales for 2000 were $39.6 million and grew at an annual rate of 59.5
     percent or $14.8 million over the 1999 results. This growth is a
     combination of acquisitions, start-ups, existing store growth and the
     expansion in the type of products and services offered. Year over year
     same store revenue growth amounted to approximately 25 percent.
     Radiopharmacy services supporting cardiology and oncology continue to
     represent the most substantial portion of the revenues at 36 percent
     of the group's 2000 revenues. There has been a continued 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 21 percent of this group's
     2000 revenues. The group opened a seeds production facility in China
     in August 2000 and two PET production sites in Florida in 2000,
     contributing $1.5 million of the increased sales. Another four PET
     production sites are either under construction or in the planning
     phases. The Company believes that a significant market exists for
     this product and is further encouraged by Medicare's approval of PET
     for certain cancer diagnoses.


     GROSS PROFIT

     The Company's gross profit increased in 2000 to $224.8 million, an
     increase of 32.8 percent when compared to 1999. A number of factors
     impacted this growth, including continued improvement in product mix
     (primarily the continuing shift to Cardiolite(R)) and price increases.
     Margin increase is also a result of the increased revenue share from
     the medical imaging and international businesses, both of which have
     higher gross profit margins than the traditional radiopharmaceutical
     business.


     U.S. Pharmacy Services Business

     The Pharmacy Services Group realized a year over year growth in gross
     profits from $117.0 million to $136.6 million, a gain of 16.8 percent.
     The growth in cardiac imaging continues to shift revenues into this
     segment of the business. This growth, when combined with the targeted
     cardiology price increases, has been a factor in producing these
     favorable results. The Company expects gains to continue from both
     pricing and a continuation of the product mix shift. The Company
     leveraged its percentage sales increases (11 percent in 2000) into a
     relatively higher gross profit growth (16.8 percent in 2000). This is
     due in part to the Company's 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 $70.2 million in 2000. This represents
     an increase of 71.0 percent when compared to 1999. The increase in
     gross profit was principally derived from increased sales due to
     acquisition and same store growth, offset by increases in radiologists
     reading fees. Acquisitions accounted for $16.5 million of the
     difference with the remainder due to same store growth and new
     start-up sites.


     International Operations

     Syncor Overseas Ltd. showed a year over year growth in gross profits
     from $11.3 million to $18.1 million, a gain of 60.5 percent. The
     margin gains are due to the strong sales growth from existing
     pharmacies, which contributed $1.3 million of this increase, additional
     revenues from imaging services, which contributed $2.2 million, and
     acquisitions and new businesses, which contributed the remainder of
     the increase. Additionally, the increased sales levels in 2000
     contributed to more efficient utilization of direct costs leading to
     increased gross profit. This group incurred start-up costs for both
     positron emission tomography (PET) and brachytherapy seeds production
     of $2.1 million in 2000.


     OPERATING, SELLING AND ADMINISTRATIVE COSTS

     Operating, selling and administrative expenses increased $31.9 million
     in 2000 over 1999 and as a percentage of net sales increased to 22.6
     percent in 2000 compared to 21.2 percent in 1999. In general, the
     increase is associated with the start-up and acquisition of certain
     businesses in 2000, the continued expansion of existing services,
     increased corporate staffing to support the Company's continued
     expansion, and general corporate infrastructure costs. In addition,
     the medical imaging business operates with higher costs in this
     category when compared to the radiopharmacy business.


     U.S. Pharmacy Services Business

     The increase in the Pharmacy Services Group was approximately 14.2
     percent or $9.2 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 62.2 percent or $17.1 million. Of this amount, $8.9
     million relates to costs at acquired sites. This increase compares
     favorably with the sales increase of 82.7 percent and demonstrates
     leverage of CMI's sites to better operating margins. The Company hopes
     to continue this trend through strategic acquisitions in existing
     markets.


     International Operations

     The increase in the Syncor Overseas Ltd. Group was approximately 50.2
     percent or $4.3 million. Approximately $1.5 million is associated with
     the start-up or acquisition of sites during 2000.  The remainder of
     the increase is attributable to the continued expansion of existing
     sites and the addition of new management resources.



     DEPRECIATION AND AMORTIZATION


     Depreciation and amortization increased $6.8 million in 2000 or 34.8
     percent over 1999. The majority of the increase, or approximately $5.5
     million, is due to the acquisition of new facilities by CMI. The
     balance of the increase relates to the expansion of the international
     operations and continued spending for corporate information systems.



     RESULTS OF OPERATIONS CALENDAR YEAR 1999 AND 1998


     NET SALES

     Consolidated sales in fiscal year 1999 totaled $520.3 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 one generic agent 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. The generic agent, to which the Company also has
     access, continues 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(R) 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 radiopharmacy
     business.


     U.S. Pharmacy Services Business

     The Pharmacy Services Group realized 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
     growth in cardiac imaging continues to shift revenues into this
     profitable segment of the business. This shift, when combined with the
     targeted cardiology price increase in late 1998, has been a factor in
     producing these favorable results. The Company also received some
     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 similar 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
     leveraged 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 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 21.2
     percent in 1999 compared to 20.5 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.


     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.


     LIQUIDITY

     The Company's strategies have improved operations in terms of both
     profitability and cash flow. These improvements have led to better
     liquidity for the Company. In 2000, the Company saw year over year
     improvements in its cash flow from operations and working capital. The
     growth in trade receivables is comparable to the sales growth while
     the growth in patient receivables is primarily related to receivables
     acquired in acquisitions. In December, the Company made a purchase
     of a four months' supply of Cardiolite(R) inventory at favorable terms.
     This inventory is expected to be completely utilized by mid to late
     April 2001. The Company's growth in the medical imaging and
     international businesses was primarily a result of start-ups and
     acquisitions. In 2000, the Company acquired additional imaging centers
     or consolidated ownership in existing centers for approximately
     $51 million of additional borrowings under the existing line of credit
     and the assumption of approximately $16 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 $100 million in the prior year to $150 million as
     of December 31, 2000. The Company had approximately $41 million
     available for borrowing under the line of credit at December 31, 2000.
     The Company also has the authority from its Board of Directors to
     increase the amounts available under the line of credit to $200 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 extremely capital intensive. The Company may, from time to time,
     purchase new equipment, or 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.


     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.  HCFA
     did not enact these reductions but has indicated that it is still
     continuing to evaluate these rates. The final outcome to the proposed
     fee restructuring and the impact on diagnostic facilities, and on the
     Company, cannot be predicted at this time.

     Starting August 1, 2000 HCFA began using prices submitted by
     manufacturers to set reimbursement for many hospital outpatient drugs,
     including radiopharmeuticals, rather than reimbursing these products as
     a direct pass-through. The Company's pharmacy services business does not
     get reimbursement from HCFA; however, the introduction of set
     reimbursemnt rates 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 these changes will have on the radiopharmacy business.


     ITEM 7A.    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 engage in a
     minor interest rate swap during this period. Any gain or loss on this
     transaction would not materially affect the financial results. The
     fair value of the financial instruments approximate the carrying
     value.


<TABLE>
<CAPTION>

     DECEMBER 31, 2000
     (IN THOUSANDS)             2001     2002     2003     2004       2005  Thereafter     Total
     ___________________________________________________________________________________________

     <S>                      <C>      <C>      <C>      <C>      <C>          <C>      <C>

     Long-term debt
       Fixed rate             $9,706   $7,785   $5,994   $4,964   $  3,680     $2,788   $ 34,917
       Average interest rate    9.48%    9.42%    9.11%    8.69%      8.03%      5.34%
       Variable rate          $2,385   $4,575   $    -   $    -   $108,100     $    -   $115,060
       Average interest rate    8.29%    8.31%    8.35%    8.35%      8.35%
     ___________________________________________________________________________________________

</TABLE>



     ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


     The Company's consolidated financial statements at December 31, 2000
     and 1999 and the Report of KPMG LLP, Independent Accountants, are
     included in this Annual Report on Form 10-K on pages F-1 through F-20.

<PAGE>


                                   PART III



     ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information called for by this Item 10 is incorporated by reference
     from our definitive Proxy Statement for our Annual Meeting of
     Stockholders, to be held on June 19, 2001, which will be filed with the
     Commission pursuant to Regulation 14A of the Securities and Exchange
     Commission ("Regulation 14A") within 120 days from December 31, 2000.

     Based solely upon our review of Forms 3, 4 and 5 furnished to us, we
     believe that all reports required to be filed during 2000 pursuant to
     Section 16(b) of the Securities Exchange Act of 1934 were timely filed.


     ITEM 11.	EXECUTIVE COMPENSATION.

     The information called for by this Item 11 is hereby incorporated by
     reference from our definitive Proxy Statement for our Annual Meeting
     of Stockholders to be held on June 19, 2001.


     ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT.

     The information called for by this Item 12 is hereby incorporated by
     reference from our definitive Proxy Statement for our Annual Meeting
     of Stockholders to be held on June 19, 2001.


     ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information called for by this Item 13 is hereby incorporated by
     reference from our definitive Proxy Statement for our Annual Meeting
     of Stockholders to be held on June 19, 2001.

<PAGE>


                                   PART IV



     ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                FORM 8-K.

     The following documents are filed as part of this report:

       (a)  1.  Consolidated Financial Statements.

								Page
                                                                ____

                Independent Auditors' Report			F-1
                Consolidated Balance Sheets			F-2
                Consolidated Statements of Income		F-3
                Consolidated Statements of Stockholders'
                  Equity and Comprehensive Income		F-4
                Consolidated Statements of Cash Flows		F-5
                Notes to Consolidated Financial Statements	F-6



            2.  Financial Statement Schedules.

                The following schedule supporting the financial
                statements of the Company is included herein:

								Page
                                                                ____

                Schedule II  Valuation and Qualifying Accounts	S-1


		All other schedules and financial statements of the Company
		are omitted because they are not applicable or not required
		or because the required information is included in the
		consolidated financial statements or notes thereto.


       (b)  Reports on Form 8-K filed in the Quarter Ended December 31, 2000.

		None.

       (c)  Exhibits.

            Exhibit
            No. 		Description


            3.   Certificate of Incorporation and By-Laws

            3.1	 Restated Certificate of Incorporation of the Company filed
		 as Exhibit 3.1 to the Form 10-Q for the quarter ended June
		 30, 1999, and incorporated herein by reference.

            3.2  Restated By-Laws of the Company, filed as Exhibit 3.2 to
		 the Form 10-K for the year ended December 31, 1995, and
		 incorporated herein by reference.

            4.   Instruments Defining the Rights of Security Holders

            4.1  Stock Certificate for Common Stock of the Company filed as
		 Exhibit 4.1 to the Form 10-K for the year ended May 31, 1986,
		 and incorporated herein by reference.

            4.2  Rights Agreement dated as of September 28, 1999 between the
		 Company and American Stock Transfer & Trust Company filed as
		 Exhibit 4 to the Form 8-K dated September 28, 1999 and filed
		 on October 12, 1999, and incorporated herein by reference.

           10.   Material Contracts

           10.1  Syncor International Corporation 1981 Master Stock Option
		 Plan, as amended, filed as part of the Company's Proxy
		 Statement dated November 5, 1985, for its Annual Meeting of
		 Stockholders held November 26, 1985, and incorporated herein
		 by reference.*

           10.2  Form of Indemnity Agreement substantially as entered into
		 between the Company and each Director and Officer, filed as
		 Exhibit 3.2 Appendix A to the Form 10-K for the year ended
		 December 31, 1995, and incorporated herein by reference.*

           10.3  Form of Benefits Agreement substantially as entered into
		 between the Company and each Director, filed as Exhibit 10.8
		 to the Form 10-K for the year ended December 31, 1995, and
		 incorporated herein by reference.*

           10.4  Form of Benefits Agreement substantially as entered into
		 between the Company and certain employees, filed as Exhibit
		 10.8 to the Form 10-K for the year ended December 31, 1995,
		 and incorporated herein by reference.*

           10.5  Syncor International Corporation 1990 Master Stock Incentive
		 Plan, as amended and restated as of June 18, 1997,  filed as
		 Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
		 June 30, 1997, and incorporated herein by reference.*

           10.6  First Amendment to the Syncor International Corporation 1990
		 Master Stock Incentive Plan, as amended and restated as of
		 June 23, 1999, filed as Exhibit 10.4 to the Form 10-Q for the
		 quarter ended June 30, 1999, and incorporated herein by
		 reference.*

           10.7  Form of Stock Option Agreement substantially as entered into
		 between the Company and certain employee Directors and
		 employees filed as Exhibit 10.15 to the Form 10-K for year
		 ended December 31, 1993, and incorporated herein by
		 reference.*

           10.8  Form of Stock Option Agreement substantially as entered into
		 between the Company and certain non-employee Directors filed
		 as Exhibit 10.16 to the Form 10-K for the year ended December
		 31, 1993, and incorporated herein by reference.*

           10.9  Non-Employee Director 1995 Stock Incentive Award Agreement
		 dated January 24, 1995 entered into between the Company and
		 Arnold E. Spangler, filed as Exhibit 10.17 to the Form 10-K
		 for the year ended December 31, 1995, and incorporated herein
		 by reference.*

           10.10 Non-Employee Director 1995 Stock Incentive Award Agreement
		 dated January 24, 1995 entered into between the Company and
		 George S. Oki, filed as Exhibit 10.18 to the Form 10-K for
		 the year ended December 31, 1995, and incorporated herein
		 by reference.*

           10.11 Non-Employee Director 1995 Stock Incentive Award Agreement
		 dated April 29, 1996, entered into between the Company and
		 Gail Wilensky, filed as Exhibit 4.3(b) to the Registration
		 Statement on Form S-8 filed on December 20, 1996 to register
		 the shares underlying said Award Agreement, and incorporated
		 herein by reference.*

           10.12 Non-Employee Director 1995 Stock Incentive Award Agreement
		 dated April 29, 1996, entered into between the Company and
		 Steven Gerber, filed as Exhibit 4.3(a) to the Registration
		 Statement on Form S-8 filed on December 20, 1996 to register
		 the shares underlying said Award Agreement, and incorporated
		 herein by reference.*

           10.13 Subscription Agreement, dated July 15, 1996, executed by
		 Syncor Management Corporation in favor of American Tax Credit
		 Corporate Fund III, L.P., together with a Promissory Note,
		 dated July 15, 1996, executed by Syncor Management
		 Corporation in favor of John Hancock Mutual Life Insurance
		 Company, as assignee of Corporate Credit, Inc., and the
		 Guarantee of Parent Corporation, dated July 15, 1996,
		 executed by the Company in favor of John Hancock Mutual Life
		 Insurance Company, as assignee of Corporate Credit, Inc.
		 These agreements were filed as Exhibit 10.15 to the Form
		 10-K for the year ended December 31, 1996, and are
		 incorporated herein by reference.

           10.14 The Office Lease, dated as of September 30, 1996, between
		 Massachusetts Life Insurance Company and the Company,
		 relating to the office lease for the Company's corporate
		 headquarters in Woodland Hills, California, filed as Exhibit
		 10.19 to the Form 10-K for the year ended December 31, 1996,
		 and incorporated herein by reference.

           10.15 Lease, dated May 30, 1996, between the Company and Technology
		 Park/Atlanta, Inc., relating to the office lease for the
		 Company's administrative office in Duluth, Georgia, filed as
		 Exhibit 10.20 to the Form 10-K for the year ended December
		 31, 1996, and incorporated herein by reference.

           10.16 Office Lease, dated October 19, 2000, between the Company
		 and Nomura-Warner Center Associates, L.P.

           10.17 Non-employee Director Stock Compensation Plan, dated August
		 27, 1996, filed as Exhibit 4.3 to the Form S-8 Registration
		 Statement filed by the Company with the SEC on December 20,
		 1996, and incorporated herein by reference.*

           10.18 Loan Agreement, dated March 31, 1997, among Syncor
		 Pharmaceuticals, Inc., as borrower, the Company, as
		 guarantor, and Bank One, NA (formerly The First National Bank
		 of Chicago), as lender, filed as Exhibit 10.1 to the Form
		 10-Q for the quarter ended March 31, 1997, and incorporated
		 herein by reference.

           10.19 Credit Agreement, dated August 8, 1997, between Syncor
		 International Corporation and Mellon Bank, N.A., filed as
		 Exhibit 10.2 to the Form 10-Q for the quarter ended September
		 30, 1997, and incorporated herein by reference.

           10.20 Syncor International Corporation Deferred Compensation Plan
		 effective January 1, 1998, filed as Exhibit 10.24 to the Form
		 10-K for the year ended December 31, 1997, and incorporated
		 herein by reference.*

           10.21 Amendment No. 1 to Syncor International Corporation Deferred
		 Compensation Plan, dated November 21, 2000.

           10.22 Executive Long-Term Performance Equity Plan, effective as of
		 January 1, 1998, filed as Exhibit 10.1 to the Form 10-Q for
		 the quarter ended March 31, 1998, and incorporated herein by
		 reference.*

           10.23 First Amendment to Executive Long-Term Performance Equity
		 Plan, dated as of November 17, 1998, filed as Exhibit 10.25
		 to the Form 10-K for the year ended December 31, 1998, and
		 incorporated herein by reference.*

           10.24 Second Amendment to Executive Long-Term Performance Equity
		 Plan, dated as of June 23, 1999, filed as Exhibit 10.1 to the
		 Form 10-Q for the quarter ended June 30, 1999, and
		 incorporated herein by reference.*

           10.25 Third Amendment to Executive Long-Term Performance Equity
		 Plan, dated as of June 20, 2000, filed as Exhibit 10.1 to the
		 Form 10-Q for the quarter ended June 30, 2000, and
		 incorporated herein by reference.

           10.26 Fourth Amendment to Executive Long-Term Performance Equity
		 Plan, dated as of June 20, 2000, filed as Exhibit 10.2 to the
		 Form 10-Q for the quarter ended June 30, 2000, and
		 incorporated herein by reference.*

           10.27 Fifth Amendment to Executive Long-Term Performance Equity
		 Plan, dated August 22, 2000, filed as Exhibit 10.1 to the
		 Form 10-Q for the quarter ended September 30, 2000, and
		 incorporated herein by reference.*

           10.28 1998 Senior Management Stock Purchase Plan, effective as of
		 June 16, 1998, filed as Exhibit 10.1 to the Form 10-Q for the
		 quarter ended June 30, 1998, and incorporated herein by
		 reference.*

           10.29 Universal Performance Equity Participation Plan, effective as
		 of June 16, 1998, filed as Exhibit 10.2 to the Form 10-Q for
		 the quarter ended June 30, 1998, and incorporated herein by
		 reference.*

           10.30 First Amendment to the Universal Performance Equity
		 Participation Plan, dated as of June 16, 1998, filed together
		 with the Universal Performance Equity Plan that was filed as
		 Exhibit 10.2 to the Form 10-Q for the quarter ended June 30,
		 1998, and incorporated herein by reference.*

           10.31 Second Amendment to the Universal Performance Equity
		 Participation Plan, dated as of June 23, 1999, filed as
		 Exhibit 10.2 to the Form 10-Q for the quarter ended June 30,
		 1999, and incorporated herein by reference.*

           10.32 Third Amendment to the Universal Performance Equity
		 Participation Plan, dated as of June 23, 1999, filed as
		 Exhibit 10.3 to the Form 10-Q for the quarter ended June 30,
		 1999, and incorporated herein by reference.*

           10.33 New Employee Stock Option Plan, dated as of June 1, 1998,
		 filed as Exhibit 10.1 to the Form 10-Q for the quarter ended
		 September 30, 1998, and incorporated herein by reference.*

           10.34 First Amendment to the Syncor International Corporation New
		 Employee Stock Option Plan, dated December 5, 2000.

           10.35 Form of Stock Option Agreement under the New Employee Stock
		 Option Plan as entered into between the Company and certain
		 employees, filed as Exhibit 10.31 to the Form 10-K for the
		 year ended December 31, 1998, and incorporated herein by
		 reference.*

           10.36 Non-Qualified Stock Option Award Agreement, dated February
		 24, 1999, between the Company and Robert G. Funari, filed as
		 Exhibit 10.1 to the Form 10-Q for the quarter ended March 31,
 		 1999, and incorporated herein by reference.*

           10.37 Non-Employee Director 1999 Stock Incentive Plan, dated
		 November 11, 1999, filed as Exhibit 10.35 to the Form 10-K
		 for the year ended December 31, 1999, and incorporated herein
		 by reference.*

           10.38 Form of Non-Employee Director 1999 Stock Incentive Award
		 Agreement, dated November 11, 1999, entered into between the
		 Company and each of the non-employee directors (excluding
		 Ronald Williams), filed as Exhibit 10.36 to the Form 10-K for
		 the year ended December 31, 1999, and incorporated herein by
		 reference.*

           10.39 Split Dollar Agreement between the Company and the Monty and
		 Wendy Fu 1998 Irrevocable Trust, dated January 8, 1999, filed
		 as Exhibit 10.37 to the Form 10-K for the year ended December
 		 31, 1999, and incorporated herein by reference.*

           10.40 Employment Agreement of Robert G. Funari, dated as of January
		 1, 2000, filed as Exhibit 10.1 to the Form 10-Q for the
		 quarter ended March 31, 2000, and incorporated herein by
		 reference.*

           10.41 Employment Agreement of Monty Fu, dated as of January 1, 2000,
		 filed as Exhibit 10.2 to the Form 10-Q for the quarter ended
		 March 31, 2000, and incorporated herein by reference.*

           10.42 Term Loan Credit Agreement, dated as of May 5, 2000, between
		 Bank One, N.A. and Syncor Management Corporation, filed as
		 Exhibit 10.7 to the Form 10-Q for the quarter ended June 30,
 		 2000, and incorporated herein by reference.

           10.43 Credit Agreement, dated as of October 17, 2000, among the
		 Company, Bank One, N.A., as Administrative Agent, Bank One
		 Capital Markets, Inc., as Lead Arranger, The Bank of Nova
		 Scotia, as Documentation Agent, and other lenders signatories
		 thereto.

           10.44 Letter Amendment to Credit Agreement, dated February 5, 2001,
		 between the Company and Bank One, N.A.

           21.   Subsidiaries of the Registrant

           23.   Independent Auditors' Consent and Report on Schedule


     _______________________________
     *  Management contract or compensatory plan


<PAGE>

                                    SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
     Exchange Act of 1934, the Registrant has duly caused this report to be
     signed on its behalf by the undersigned, thereunto duly authorized.


     Date:  March 31, 2001           SYNCOR INTERNATIONAL CORPORATION


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


     Pursuant to the requirements of the Securities Exchange Act of 1934,
     this report has been signed below by the following persons on behalf
     of the Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

<S>                             <C>                                     <C>

/s/ Monty Fu
__________________________	Chairman of the Board 			Date: March 31, 2001
  Monty Fu			and Director



/s/ Robert F. Funari
__________________________	President, Chief Executive 		Date: March 31, 2001
  Robert G. Funari		Officer (Principal Executive Officer)
				and Director


/s/ Michael E. Mikity
__________________________  	Senior Vice President, Chief		Date: March  31, 2001
  Michael E. Mikity		Financial Officer and Treasurer
				(Principal Financial
				and Accounting Officer)

/s/ Steven B. Gerber, M.D.
__________________________	Director				Date: March 31, 2001
  Steven B. Gerber, M.D.



/s/ George S. Oki
__________________________	Director				Date: March 31, 2001
  George S. Oki



/s/ Bernard Puckett
__________________________    	Director				Date: March 31, 2001
  Bernard Puckett



/s/ Arnold E. Spangler
__________________________	Director				Date: March 31,  2001
  Arnold E. Spangler



/s/ Henry N. Wagner, Jr., M.D.
__________________________    	Director				Date: March 31, 2001
  Henry N. Wagner, Jr., M.D.



/s/ Dr. Gail R. Wilensky
__________________________     	Director				Date: March 31, 2001
  Dr. Gail R. Wilensky



/S/ Ronald A. Williams
__________________________    	Director				Date: March 31, 2001
  Ronald A. Williams

</TABLE>

<PAGE>

     INDEPENDENT AUDITORS' REPORT


     The Board of Directors and Stockholders
     Syncor International Corporation:

     We have audited the accompanying consolidated financial statements of
     Syncor International Corporation and subsidiaries as listed in the
     accompanying index. In connection with our audits of the consolidated
     financial statements, we also have audited the financial statement
     schedule as listed in the accompanying index. These consolidated
     financial statements and financial statement schedule are the
     responsibility of the Company's management. Our responsibility is to
     express an opinion on these consolidated financial statements and
     financial statement schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally
     accepted in the United States of America. Those standards require that
     we plan and perform the audit to obtain reasonable assurance about
     whether the consolidated financial statements are free of material
     misstatement. An audit includes examining, on a test basis, evidence
     supporting the amounts and disclosures in the consolidated 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 2000 and the results of their operations and their cash flows
     for each of the years in the three-year period ended December 31, 2000
     in conformity with accounting principles generally accepted in the
     United States of America. Also, in our opinion, the related financial
     statement schedule, when considered in relation to the basic
     consolidated financial statements taken as a whole, presents fairly, in
     all material respects, the information set forth therein.


                                                      /s/ KPMG LLP


     Los Angeles, California
     February 14, 2001

<PAGE>

     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>

<TABLE>
<CAPTION>

     CONSOLIDATED BALANCE SHEETS

                                                                   DECEMBER 31,  DECEMBER 31,
     (IN THOUSANDS EXCEPT PER SHARE DATA)                                 2000          1999
     ________________________________________________________________________________________

     <S>                                                              <C>          <C>

     ASSETS

     Current Assets:
     Cash and cash equivalents                                       $ 24,330     $ 13,352
       Short-term investments                                           4,156        8,536
       Trade receivables, less allowance for doubtful
         accounts of $2,485 and $1,449, respectively                   81,716       73,962
       Patient receivables, less allowance for doubtful
         accounts of $6,543 and $3,199, respectively                   37,686       15,924
       Inventory                                                       59,926       21,727
       Prepaids and other current assets                               16,023       14,446
     _______________________________________________________________________________________

         Total current assets                                         223,837      147,947
     _______________________________________________________________________________________


     Marketable investment securities                                   1,190        1,185
     Property and equipment, net                                      114,286       66,640
     Excess of purchase price over net assets acquired, net
       of accumulated amortization of $14,524 and $11,577,
       respectively                                                   108,530       75,308
     Other                                                             22,728       21,562
     _______________________________________________________________________________________

                                                                     $470,571     $312,642

     =======================================================================================

     LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:
       Accounts payable                                              $ 83,683     $ 53,205
       Accrued liabilities                                             22,371        9,682
       Accrued wages and related costs                                 19,796       16,997
       Federal and state taxes payable                                  5,543        2,425
       Current maturities of long-term debt                            12,091        9,312
     ______________________________________________________________________________________

         Total current liabilities                                    143,484       91,621
     ______________________________________________________________________________________

     Long-term debt, net of current maturities                        137,886       76,326
     Deferred taxes                                                     3,321        4,358

     Stockholders' Equity:
       Common stock $.05 par value; authorized 40,000
         shares; issued 27,497 and 26,612 shares at
         December 31, 2000 and 1999, respectively                       1,376        1,330
     Additional paid-in capital                                       107,268       90,604
     Notes receivables from related parties                           (16,796)     (18,692)
     Accumulated other comprehensive loss                              (1,245)        (410)
     Employee savings and stock ownership loan guarantee               (1,685)      (3,370)
     Retained earnings                                                114,019       84,481
     Treasury stock, at cost, 3,072 and 2,786 shares
       at December 31, 2000 and 1999, respectively                    (17,057)     (13,606)
     ______________________________________________________________________________________

         Total stockholders' equity                                   185,880      140,337
     ______________________________________________________________________________________

                                                                     $470,571     $312,642

     ======================================================================================

</TABLE>

     See accompanying Notes to Consolidated Financial Statements

<PAGE>

<TABLE>
<CAPTION>

     CONSOLIDATED STATEMENTS OF INCOME

                                                   YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                  DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
     (IN THOUSANDS EXCEPT PER SHARE DATA)                2000          1999          1998
     _____________________________________________________________________________________

     <S>                                             <C>           <C>           <C>

     Net sales                                       $629,394      $520,309      $449,023
     Cost of sales                                    404,548       350,988       317,073
     _____________________________________________________________________________________

       Gross profit                                   224,846       169,321       131,950
     Operating, selling and administrative expenses   142,222       110,308        92,146
     Depreciation and amortization                     26,309        19,515        15,254
     _____________________________________________________________________________________

       Operating income                                56,315        39,498        24,550
     Other income (expense):
       Interest income                                  2,298         2,188         1,643
       Interest expense                               (10,248)       (7,014)       (5,291)
       Other, net                                         863          (756)        3,283
     _____________________________________________________________________________________

     Other income (expense), net                       (7,087)       (5,582)         (365)

     Income before income taxes                        49,228        33,916        24,185
     Provision for income taxes                        19,690        14,695        10,254
     _____________________________________________________________________________________

     Net income                                      $ 29,538      $ 19,221      $ 13,931

     =====================================================================================

     Net income per share - basic:

       Net income                                    $   1.23      $   0.82      $   0.65

     =====================================================================================

       Weighted average shares outstanding             23,948        23,340        21,452

     =====================================================================================

     Net income per share - diluted:

       Net income                                    $   1.11      $   0.75      $   0.61

     =====================================================================================

       Weighted average shares outstanding             26,657        25,478        22,678

     =====================================================================================

</TABLE>

     See accompanying Notes to Consolidated Financial Statements

<PAGE>

<TABLE>
<CAPTION>

  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
  AND COMPREHENSIVE INCOME

                                                                        ACCUMULATED OTHER
                                                                      COMPREHENSIVE INCOME
                                                                      ____________________
                                                           EMPLOYEE
                                                          SAVINGS &                                                 NOTES
                                                              STOCK                 FOREIGN                     RECIVABLE    TOTAL
                                               ADDITIONAL OWNERSHIP  UNREALIZED    CURRENCY                          FROM   STOCK-
                                   COMMON STOCK   PAID-IN      LOAN     LOSS ON TRANSLATION RETAINED  TREASURY    RELATED  HOLDERS'
(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, 1997      20,158  $1,144  $54,489  $(6,741)     $  (17)     $ (313)  $51,329  $(12,524)  $     -  $ 87,367
Issuance of common stock           2,164     108   17,062                                                         (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      22,322  $1,252  $71,996  $(5,056)     $ (317)      $(210)  $65,260  $(12,524)  $(9,028) $111,373
Issuance of common stock           1,578      78   15,865                                                         (9,664)    6,279
Tax benefit from the exercise of
  stock options                                     2,743                                                                    2,743
Reacquisition of common stock
  for treasury                       (74)                                                               (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      23,826  $1,330  $99,604  $(3,370)      $(145)     $(265)   $84,481  $(13,606) $(18,692) $140,337
Issuance of common stock             885      46   10,400                                                                   10,446
Tax benefit from the exercise of
  stock options                                     6,264                                                                    6,264
Reacquisition of common stock
  for treasury                      (286)                                                               (3,451)             (3,451)
Amortization of loan guarantee                               1,685                                                           1,685
Payment from related parties                                                                                       1,896     1,896
Comprehensive Income:
Unrealized loss on investments                                            138
Foreign currency translation
  adjustment                                                                        (973)
Net income                                                                                    29,538
Total Comprehensive Income:                                                                                                 28,703
___________________________________________________________________________________________________________________________________

BALANCE AT DECEMBER 31, 2000      24,425  $1,376 $107,268  $(1,685)     $   (7)    $(1,238) $114,019  $(17,057) $(16,796) $185,880

===================================================================================================================================

</TABLE>

  See accompanying Notes to Consolidated Financial Statements

<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)                     2000         1999         1998
     ________________________________________________________________________________________

     <S>                                                  <C>          <C>          <C>

     Cash flows from operating activities:
     Net income                                           $ 29,538     $ 19,221     $ 13,931
     Adjustments to reconcile net income to net cash
     provided operating activities:
         Depreciation and amortization                      26,309       19,515       15,254
       Provision for losses on receivables                   7,232          466        2,734
       Amortization of loan guarantee                        1,685        1,686        1,685
       Decrease (increase) in:
         Accounts receivable - trade                        (9,690)      (9,592)      (9,459)
         Accounts receivable - patient                     (20,615)      (1,348)      (1,401)
         Inventory                                         (38,153)     (10,219)      (5,935)
         Prepaids and other current assets                    (626)      (2,369)      (2,223)
         Other assets                                       (3,966)      (9,032)      (4,846)
       Increase (decrease) in:
         Accounts payable                                   29,969        8,647        5,566
         Accrued liabilities                                 5,102        1,597         (456)
         Accrued wages and related costs                     2,821        4,427       (1,110)
         Deferred compensation                                   -         (312)      (1,658)
         Federal and state tax payable                       9,408        4,001          630
     ________________________________________________________________________________________

         Net cash provided by operating activities          39,014       26,688       12,712


     Cash flows from investing activities:
       Purchase of property and equipment, net             (31,389)     (24,463)     (15,986)
       Acquisitions, net of cash acquired                  (51,498)     (18,031)     (45,338)
       Net increase in short-term investments                4,368       (3,823)      (2,124)
       Net decrease (increase) in long-term investments         (5)           6          (11)
       Unrealized gain (loss) in investments                   138          171         (300)
     ________________________________________________________________________________________

       Net cash used in investing activities               (78,386)     (46,140)     (63,759)

     Cash flows from financing activities:
       Issuance of common stock                             10,445        6,279        3,142
       Reacquisition of common stock                        (3,451)      (1,082)           -
       Proceeds from long-term debt                         44,270       23,643       46,271
       Repayment of long-term debt                          (2,420)      (9,955)     (10,070)
       Note receivable related parties                       1,896            -            -
     ________________________________________________________________________________________

       Net cash provided by financing activities            50,740       18,885       39,343


     Net (decrease) increase in cash and cash equivalents   11,368         (567)     (11,704)

     Effect of exchange rate on cash                          (390)          95          (10)

     Cash and cash equivalents at beginning of period       13,352       13,824       25,538

     Cash and cash equivalents at end of period            $24,330      $13,352      $13,824

     ========================================================================================

</TABLE>

     See accompanying Notes to Consolidated Financial Statements

<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 inter-company
     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, 2000, approximately 11.4% 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.

     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 collectible 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: Company management 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


     During 1999 and 2000, the Company made several acquisitions,
     predominantly in the medical imaging industry.  The 1999 and
     2000 acquisitions were made primarily by the Company's U.S. medical
     imaging subsidiary, CMI. International acquisitions were made
     by Syncor Overseas Ltd.

     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.

     During March 2000, the Company acquired four imaging center sites.
     The first was the acquisition of three sites previously managed by
     the Company for a price of $2.7 million plus the assumption of
     $2.1 million in debt. The second was a site acquisition in Boynton
     Beach, Florida for a purchase price of $0.2 million plus the
     assumption of $1.3 million in debt.

     During April 2000, the Company acquired the remaining interest in
     seven managed imaging center sites for a total acquisition price
     of $8.7 million plus the assumption of $1.0 million of debt.

     During September 2000, the Company acquired 13 imaging centers
     located in California and Florida for a total acquisition price
     of $31 million plus the assumption of  $1.3 million in debt.
     In addition, the Company acquired certain PET production facilities
     for an acquisition price of $.9 million plus the assumption of
     $5.8 million in debt.

     During November 2000, the Company acquired an imaging center and
     a catheterization laboratory in Trinidad and Tobago for an acquisition
     price of $2.0 million. In addition, the Company acquired a nuclear
     medicine business in Puerto Rico for $.75 million. In December 2000,
     the Company acquired an imaging center in Phoenix, Arizona for an
     acquisition price of $4.7 million plus the assumption of $4.2 million
     in debt.

     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 from
     15 to 20 years. The results of operations related to the above 2000
     and 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, 1999:


<TABLE>
<CAPTION>
                                                             YEAR ENDED   YEAR ENDED
                                                            DECEMBER 31, DECEMBER 31,
     (IN THOUSANDS, EXCEPT PER SHARE)                              2000         1999
     ________________________________________________________________________________

     <S>                                                       <C>          <C>

     Sales                                                     $676,196     $577,545
     Net Earnings                                              $ 34,303     $ 22,260
     Net Earnings per diluted share (continuing operations)    $   1.29     $   0.87

     ________________________________________________________________________________

</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)                                     2000                1999
     ____________________________________________________________________________

     <S>                                            <C>                 <C>

     Land and buildings                             $ 14,197            $  7,785
     Furniture and equipment                         142,486              96,383
     Leasehold improvements                           27,290              18,411
     Construction in progress                          7,463               4,161
     ____________________________________________________________________________

                                                     191,436             126,740

     Less accumulated depreciation and amortization  (77,150)            (60,100)
     ____________________________________________________________________________

                                                    $114,286            $ 66,640

     ============================================================================

</TABLE>



     NOTE 4.  MARKETABLE INVESTMENT SECURITIES


     Marketable investment securities consist of:

<TABLE>
<CAPTION>

                                                            DECEMBER 31,  DECEMBER 31,
     (IN THOUSANDS)                                                2000          1999
     _________________________________________________________________________________

     <S>                                                         <C>           <C>

     Available-for-sale, at fair value, net of tax effect        $  690        $  685
     Held-to-maturity, at amortized cost                            500           500
     _________________________________________________________________________________

                                                                 $1,190        $1,185

     =================================================================================

</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, 2000 and 1999 were as follows:


<TABLE>
<CAPTION>
                                                   2000 UNREALIZED
                                   AMORTIZED     HOLDING     HOLDING       FAIR
     (IN THOUSANDS)                     COST       GAINS      LOSSES      VALUE
     ___________________________________________________________________________

     <S>                             <C>            <C>        <C>       <C>

     Available-for-sale:
     Corporate debt securities       $  697         $  -       $ (7)       $690
     ___________________________________________________________________________


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

                                     $1,197         $  -       $ (7)     $1,190

     ===========================================================================

</TABLE>

<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>


     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, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>
                                                      2000                 1999
     _________________________________________________________________________________

                                             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     $499         $499     $493
     Due after five years through ten years       $198     $191         $198     $192

     Held-to-maturity:
     Due within one year                          $500     $500         $500     $500

     =================================================================================

</TABLE>



     NOTE 5.  LINE OF CREDIT


     At December 31, 2000, the Company had an unsecured revolving line of
     credit for short-term borrowings aggregating $150,000,000, which is
     available through October 17, 2005. The line of credit was increased
     from $100,000,000 to $150,000,000 effective October 17, 2000. 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 (9.5 percent at December 31, 2000). As of December 31, 2000,
     the availability of the line of credit was reduced by $1.2 million as a
     result of outstanding standby letters of credit resulting in available
     credit of $40.7 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 minimum
     Net Worth, EBITDA ratio and Fixed Charge Coverage ratio) also need to be
     maintained under this agreement. As of December 31, 2000, 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, DECEMBER 31,
     (IN THOUSANDS)                                                            2000         1999
     ____________________________________________________________________________________________

     <S>                                                                    <C>          <C>

     Notes payable, unsecured, payable in installments through 2012,
       with effective interest rates ranging from 8.19% to 9%               $   905      $   919
     ____________________________________________________________________________________________

     Note payable, unsecured, payable in installments through 2001,
       with a floating interest rate of either the lower of prime or
       LIBOR plus .75%, 6.97% and 6.57% at December 31, 2000
       and 1999, respectively                                                 1,685        3,371
     ____________________________________________________________________________________________

     Notes payable, secured, payable in installments through 2003,
       with a non-interest bearing rate, net of unamortized discount
       at 8.38% to 9.58% of $47 and $110 at December 31, 2000
       and 1999, respectively                                                 2,519        1,575
     ____________________________________________________________________________________________

     Note payable, unsecured, payable in installments through 2002,
       with a floating interest rate of LIBOR plus .95%, 7.39% and
       6.95% at December 31, 2000 and 1999, respectively                      5,275        5,975
     ____________________________________________________________________________________________

     Line of credit, unsecured, payable in lump sum on October 1, 2005
       with a floating interest rate of LIBOR plus 1.50% or prime rate,
       with interest rates ranging from 8.18% to 9.50% and
       with average interest rate for 2000 of 7.82%                         108,100       52,700
     ____________________________________________________________________________________________
     Notes payable, payable in varying installments through 2012
       with effective interest rates ranging from 5.28% to 11.5%              6,817        7,878
     ____________________________________________________________________________________________

     Non-Compete agreement paid in varying installments through 2002,
       with effective interest rate of 6%                                       264          668
     ____________________________________________________________________________________________

     Capital Lease obligations, payable in installments through 2005,
       with effective interest rates from 5.51% to 15.57%                    24,412       12,552
     ____________________________________________________________________________________________

     Total debt                                                             149,977       85,638
     ____________________________________________________________________________________________

     Less current maturities of long-term debt                               12,091        9,312
     ____________________________________________________________________________________________

     Long-term debt, net of current maturities                             $137,886     $ 76,326

     ============================================================================================

</TABLE>

     At December 31, 2000, long-term debt maturing over the next five years
     is as follows: 2001, $12,091; 2002, $12,360; 2003, $5,994; 2004,
     $113,064; 2005, $3,680 and $2,788 thereafter.

     Interest paid was $10,128, $6,945, and $5,392 for the years ended
     December 31, 2000, 1999 and 1998, respectively.



     NOTE 7.  INCOME TAXES


     Total income tax expense for the years ended December 31, 2000 and
     1999 was allocated as follows:


<TABLE>
<CAPTION>
                                                 YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
     (IN THOUSANDS)                                    2000          1999          1998
     _______________________________________________________________________________________

     <S>                                            <C>           <C>           <C>

     Domestic income                                $18,155       $13,914       $10,254
     Foreign income                                   1,536           781             -
     Total income from continuing operations         19,691        14,695        10,254
     Stockholders' equity for compensation
       expense for for tax purposes in excess
       of amounts recognized for financial
       reporting                                    (6,262)        (2,743)         (445)
     _______________________________________________________________________________________

                                                   $13,429        $11,952        $9,809

     =======================================================================================

</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)           2000            1999           1998
     _______________________________________________________________

     <S>                   <C>             <C>            <C>

     Current:
       Federal             $16,963         $ 9,281        $ 8,022
       Foreign               1,551             781              0
       State                 3,863           2,324          1,715
     _______________________________________________________________
                            22,377          12,386          9,737
     Deferred:
       Federal              (2,212)          2,163            625
       Foreign                 (15)              0              0
       State                  (459)            146           (108)
     _______________________________________________________________

                            (2,686)          2,309            517
     _______________________________________________________________

                           $19,691         $14,695        $10,254

     ===============================================================

</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    YEAR ENDED    YEAR ENDED
                                                         DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
     (IN THOUSANDS)                                             2000          1999          1998
     ____________________________________________________________________________________________

     <S>                                                     <C>          <C>           <C>

     Federal income taxes at "expected" rate                 $17,230      $ 11,871      $  8,465
       Increase (reduction) in income taxes resulting from:
         Meals and entertainment                                 273           221           205
         Tax exempt interest                                     (53)          (50)          (95)
         Non-deductible amortization of intangible assets        407           365           343
         Foreign losses and foreign tax rate differential        926         1,027           789
     State taxes, net of Federal benefit                       2,213         1,605         1,045
     Utilization of general business credits                  (1,340)         (631)         (578)
     Other                                                        34           287            80
     ____________________________________________________________________________________________

                                                             $19,690       $14,695       $10,254

     ============================================================================================

</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, 2000 and 1999, are presented below:


<TABLE>
<CAPTION>
                                                                        DECEMBER 31, DECEMBER 31,
     (IN THOUSANDS)                                                            2000         1999
     ___________________________________________________________________________________________

     <S>                                                                      <C>       <C>

     Deferred tax assets:
     Net operating loss and credit carryforwards                              $  66     $    232
     Compensated absences, principally due to accrual
       for financial reporting purposes                                       2,253        1,799
     Accounts receivable, due to allowance for doubtful accounts              3,469        1,490
     Accrued liabilities, primarily due to self-insurance and other
       contingency accruals for financial reporting purposes                  3,536        1,881
     Deferred compensation, due to accrual for financial reporting purposes   3,341        3,159
     Covenant not to compete due to difference in amortization                  542          602
     Other                                                                      754          481
     ___________________________________________________________________________________________

     Total gross deferred tax asset                                         $13,961       $9,644

     ===========================================================================================

</TABLE>

<TABLE>
<CAPTION>

                                                                        DECEMBER 31, DECEMBER 31,
     (IN THOUSANDS)                                                            2000         1999
     ___________________________________________________________________________________________

     <S>                                                                     <C>          <C>

     Deferred tax liabilities:
     Plant and equipment, due to difference in depreciation                  $1,801       $1,203
     Partnership basis, due to book to tax differences at partnership level     621          501
     Deferred expenses                                                          126          150
     Goodwill                                                                 3,147        2,420
     Other                                                                      255           45
     ___________________________________________________________________________________________

     Total gross deferred tax liabilities                                    $5,950       $4,319
     ___________________________________________________________________________________________

     Net deferred tax asset                                                  $8,011       $5,325

     ===========================================================================================

</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.  The net
     deferred tax asset is recorded on the balance sheet in Prepaid and other
     current assets. Income tax payments amounted to $12,299, $7,704, and
     $9,613 for the years ended December 31, 2000, 1999, and 1998
     respectively.

     Deferred income taxes have not been provided on the undistributed
     earnings of foreign subsidiaries and other foreign investments carried
     at equity. The amount of such earnings included in consolidated retained
     earnings at December 31, 2000 was approximately $4,325. These earnings
     have been substantially reinvested, and we do not plan to initiate any
     action that would precipitate the payment of income taxes thereon.



     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 certain items of equipment under capital leases which
     had an approximate cost of $29,039, $17,144, and $13,148, at December 31,
     2000, 1999 and 1998 respectively, and accumulated depreciation of $7,139,
     $5,603, and $4,702, respectively. The cost increase over the prior year
     was due primarily to the acquisition of the medical imaging businesses
     of CMI and their related capital leases.

     The Company was not fully utilizing a building and, accordingly, sublet
     a portion of it to a third party for the balance of the lease term.

     Future minimum lease payments under capital leases and noncancelable
     operating leases with terms greater than one year and related sublease
     income at December 31, 2000 were as follows:

<TABLE>
<CAPTION>

     YEAR ENDING DECEMBER 31,             CAPITAL LEASES   OPERATING LEASES   SUBLEASE INCOME
     (IN THOUSANDS)
     ________________________________________________________________________________________

          <S>                                    <C>                <C>                 <C>

          2001                                   $ 8,486            $11,871             $ 85
          2002                                     7,563              9,421                5
          2003                                     5,987              7,780                -
          2004                                     4,738              5,966                -
          2005                                     2,263              4,152                -
          Thereafter                                   -              6,526                -
     ________________________________________________________________________________________

                                                 $29,037            $45,716             $ 90

     ========================================================================================

     Less amount representing interest            (4,625)
     ________________________________________________________

     Present value of net minimum lease payments $24,412

     ========================================================

</TABLE>

     Rental expense under operating leases was $11,450, $10,173, and $8,199
     for the years ended December 31, 2000, 1999 and 1998, 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 11,082,000 shares have been
     authorized for issuance under the various plans as of December 31, 2000.
     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, 2000, 3,205,000 shares were reserved for
     issuance under the various plans.

     The per share weighted-average fair value of stock options granted
     during 2000, 1999 and 1998 was $20.14, $21.47, and $11.34,
     respectively, on the date of grant using the Black Scholes option-
     pricing model with the following weighted-average assumptions:
     2000 expected dividend yield of 0%, risk-free interest rate of 6.33%,
     expected volatility of 63.25% and an expected life of 5.63 years.
     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.

     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)          2000           1999           1998
     __________________________________________________________________________________

     <S>                                         <C>            <C>            <C>

     Net income
       As reported                               $29,538        $19,221        $13,931
       Pro forma                                 $11,307        $15,545        $11,343
     Earnings per share
     Basic:
       As reported                               $  1.23        $  0.82        $  0.65
       Pro forma                                 $  0.47        $  0.66        $  0.53
     Diluted:
       As reported                               $  1.11        $  0.75        $  0.61
       Pro forma                                 $  0.42        $  0.61        $  0.50

     ==================================================================================

</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, 1997               2,822            $ 5.11
     Granted                                        3,370            $ 8.28
     Exercised                                       (408)           $ 6.02
     Cancelled                                        (86)           $ 5.10
     ___________________________________________________________________________

     Outstanding at December 31, 1998               5,698            $ 6.88
     Granted                                        2,144            $15.60
     Exercised                                       (806)           $ 4.63
     Cancelled                                       (482)           $ 8.68
     ___________________________________________________________________________

     Outstanding at December 31, 1999               6,554            $ 9.47
     Granted                                        2,818            $29.71
     Exercised                                       (865)           $ 6.87
     Cancelled                                       (630)           $10.46
     ___________________________________________________________________________

     Outstanding at December 31, 2000               7,877            $16.70

     ===========================================================================

</TABLE>

     At December 31, 2000, the range of exercise prices and weighted average
     remaining contractual life of outstanding options was $4.25 to $38.00
     and eight years, respectively.

     At December 31, 2000, 1999, and 1998, the number of options exercisable
     was approximately 3,269,000, 1,976,000 and 2,008,000, respectively, and
     the weighted average exercise price of those options was $14.86, $6.40,
     and $5.58, 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 $90 (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., $180 worth of Syncor stock for a
     purchase price of $90). 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 18
     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 two million of the Company's shares through a leveraged employee
     stock ownership plan transaction. In June 1995, September 1996, and
     August 1997, an additional 1,500,000 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
     $8,657,000 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
     $1,685,000 at December 31, 2000.

     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, 2000, 1999 and 1998
     amounted to $1,895,000, $1,957,000, and $2,091,000, respectively, of
     which $1,685,000, $1,686,000, and $1,685,000, respectively, were used to
     pay down principal on the ESSOP loan and $210,000, $271,000, and
     $406,000, respectively, to pay interest.


     NOTE 11.  NET INCOME PER SHARE


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

<TABLE>
<CAPTION>

     (IN THOUSANDS,                FOR THE YEAR ENDED                FOR THE YEAR ENDED                  FOR THE YEAR ENDED
     EXCEPT PER SHARE DATA)         DECEMBER 31, 2000                 DECEMBER 31, 1999                   DECEMBER 31, 1998

                               Income       Shares Per Share     Income        Shares Per Share     Income        Shares Per Share
                           (Numerator)(Denominator)   Amount (Numerator) (Denominator)   Amount (Numerator) (Denominator)   Amount
     ______________________________________________________________________________________________________________________________

     <S>                      <C>           <C>        <C>      <C>            <C>        <C>      <C>            <C>        <C>

     Income from continuing
       Operations             $29,538                           $19,221                            $13,931
     Basic EPS                $29,538       23,948     $1.23    $19,221        23,340     $0.82    $13,931        21,452     $0.65
                                                       =====                              =====                              =====

     Effect of Dilutive
       Stock Options                         2,709                              2,138                              1,226
                                             _____                              _____                              _____
     Diluted EPS              $29,538       26,657     $1.11    $19,221        25,478     $0.75     $13,931       22,678     $0.61
                                                       =====                              =====                              =====

</TABLE>


     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
     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)
     U.S. PHARMACY SERVICES BUSINESS         2000           1999
     ___________________________________________________________________________

     <S>                                 <C>            <C>

       Revenues                          $488,983       $440,322
       Operating Income                  $ 58,706       $ 48,090
       Total Assets                      $160,256       $106,010
       Capital Expenditures              $  4,707       $  3,714
       Depreciation/Amortization         $  4,097       $  4,256

     U.S. MEDICAL IMAGING BUSINESS           2000           1999
     ___________________________________________________________________________

       Revenues                          $100,848       $ 55,187
       Operating Income                  $ 12,467       $  5,881
       Total Assets                      $192,826       $122,020
       Capital Expenditures              $  9,815       $  5,961
       Depreciation/Amortization         $ 13,132       $  7,674

     INTERNATIONAL OPERATIONS                2000           1999
     ___________________________________________________________________________

       Revenues                          $ 39,563       $ 24,800
       Operating Income                  $  1,864       $     55
       Total Assets                      $ 66,806       $ 38,478
       Capital Expenditures              $  9,300       $  8,002
       Depreciation/Amortization         $  3,503       $  2,742

     UNALLOCATED CORPORATE                   2000           1999
     ___________________________________________________________________________

       Operating Loss                    $(16,722)      $(14,528)
       Total Assets                      $ 50,683       $ 46,134
       Capital Expenditures              $  7,567       $  6,786
       Depreciation/Amortization         $  5,577       $  4,843

</TABLE>

<TABLE>
<CAPTION>
                                                       OPERATING         TOTAL
     GEOGRAPHIC SEGMENTS                 REVENUES         INCOME        ASSETS
     ___________________________________________________________________________

     <S>                                 <C>            <C>           <C>

       United States
       2000                              $589,831       $ 54,451      $403,765
       1999                              $495,509       $ 39,443      $274,164

       Rest of World
       2000                              $ 39,563       $  1,864      $ 66,806
       1999                              $ 24,800       $     55      $ 38,478

     ============================================================================

</TABLE>



     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,   2000
     __________________________________________________________________________________________

     <S>                                   <C>       <C>          <C>        <C>       <C>

     Net sales                             $148,958  $154,366     $155,462   $170,608  $629,394
     Gross profit                          $ 50,958  $ 55,479     $ 55,418   $ 62,991  $224,846
     Net income                            $  7,480  $  9,078     $  6,258   $  6,722  $ 29,538

     Net income per share:
       Basic                               $    .32  $    .38     $    .26   $    .28  $   1.23
       Diluted                             $    .30  $    .34     $    .23   $    .25  $   1.11
     Weighted average shares outstanding:
       Basic                               $ 23,726  $ 23,772     $ 24,091   $ 24,201  $ 23,948
       Diluted                             $ 25,190  $ 26,328     $ 27,374   $ 26,936  $ 26,657
     __________________________________________________________________________________________

     Market price per share
       High                                $  16.50  $  36.00     $  43.95   $  39.06  $  43.95
       Low                                 $  11.02  $  13.00     $  32.75   $  23.75  $  11.02
     __________________________________________________________________________________________

</TABLE>

<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                            $  5,029   $  6,387    $  3,194   $  4,611  $ 19,221

     Net income per share:
       Basic                               $   0.22   $   0.27    $   0.14   $   0.19  $   0.82
       Diluted                             $   0.20   $   0.25    $   0.12   $   0.18  $   0.75
     Weighted average shares outstanding:
       Basic                                 22,726     23,350      23,610     23,692    23,340
       Diluted                               24,786     25,514      25,874     25,682    25,478
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     Market price per share:
       High                                $  17.25   $  18.00    $  20.00   $  20.36  $  20.36
       Low                                 $  12.25   $  12.96    $  14.50   $  13.37  $  12.25
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</TABLE>