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 [FEE REQUIRED]
            ______________________________________________________

                    For the Year Ended December 31, 1999
                        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 Hills, California                91367-2407
 (Address of principal executive offices)                  	  (Zip Code)

                         	    (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._______

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 24, 2000 was $283,018,195.  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 24, 2000 was 11,834,719 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Stockholders for the year ended
December 31, 1999, are incorporated by reference into Parts I, II and IV of
this report.

Portions of Registrant's definitive Proxy Statement for Registrant's Annual
Meeting of Stockholders on June 20, 2000, are incorporated by reference into
Part III of this report.

<TABLE>
                      SYNCOR INTERNATIONAL CORPORATION

                             TABLE OF CONTENTS

                          FORM 10-K ANNUAL REPORT

                            December 31, 1999
<CAPTION>
<S>         <C>                                                         <C>
PART I

Item 1.     BUSINESS                                                      1

Item 2.     PROPERTIES                                                    9

Item 3.     LEGAL PROCEEDINGS                                            12

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          12


PART II

Item 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            STOCKHOLDER MATTERS                                          12

Item 6.     SELECTED FINANCIAL DATA                                      13

Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                          13

Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   13

Item 8.     CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA     13

Item 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE                                     13

PART III

Item 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT          13

Item 11.     EXECUTIVE COMPENSATION                                      14

Item 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT                                                  14

Item 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS              14

PART IV

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

</TABLE>
                                  PART I


Item 1.     BUSINESS.

Unless otherwise indicated, the term "Syncor" or the "Company" as used in
this report refers to Syncor International Corporation, incorporated in 1985
under the laws of the State of Delaware, and its consolidated subsidiaries.

General Development of Business

The general development of the Company's business for the year ended December
31, 1999, is covered in the letter from the Chairman of the Board and the
President and Chief Executive Officer to the Company's stockholders in the
Company's Annual Report to Stockholders for 1999 and is incorporated into
this Form 10-K by reference.  A copy of the Company's Annual Report to
Stockholders is attached as Exhibit 13.

Principal Products Produced and Services Rendered

U.S. Pharmacy Services Business

The Company is primarily a pharmacy services company engaged in compounding,
dispensing and distributing radiopharmaceutical products and services to
hospitals and clinics through its network of 123 nuclear pharmacy service
centers in the United States.  The Company's pharmacies process
radiopharmaceutical prescriptions in convenient packaging for the customer,
called "unit dose."  The unit dose is then injected into a patient for
diagnostic imaging of physiological functions and organ systems and for
monitoring and treatment of diseases.

The Company is also a distributor of imaging cold kits, or "bulk"
radiopharmaceutical vials, from which customers draw their own unit doses.
The Company's sales of bulk vials have steadily decreased during the past
four years as hospitals and clinics increasingly convert to unit dose
purchases.  Bulk and unit dose sales are discussed in more detail in the
section entitled "Competitive Conditions" below.

In addition, the Company provides various services in connection with the
sale of radiopharmaceuticals, including radiopharmaceutical record keeping
required by federal and state government agencies, and radiopharmaceutical
technical consulting. The Company also markets and distributes other
radioactive products, including radionuclide generators and radioactive
sealed sources, medical reference sources, and nuclear and pharmacy equipment
and accessories.  The Company estimates that its pharmacies serve
approximately 7,000 hospitals and clinics in 48 states throughout the United
States.

U.S. Medical Imaging Business

The Company, through its subsidiary, Comprehensive Medical Imaging, Inc.
("CMI"), wholly owns 33 medical imaging centers and manages and partly owns
an additional 9 medical imaging centers located in 11 states.  The centers
are concentrated primarily in California, Arizona, Virginia and Florida.

These medical imaging centers provide one or more outpatient and inpatient
diagnostic imaging services, including MRI (40 centers), computerized
tomography or CT (12 centers), nuclear imaging (3 centers), X-ray (15
centers), ultrasound (8 centers), mammography (8 centers) and fluoroscopy (13
centers).  The Company's goal is to become more efficient and effective in
meeting the demands of patients, physicians and health plans for the
production of more timely, accurate and cost-effective diagnostic results
across multiple modalities and geographic markets. The medical services
provided in each imaging center are performed by groups of radiologists
affiliated with the Company.  The radiologists interpret diagnostic images
and supervise technicians performing medical imaging procedures, while the
Company performs marketing, legal, billing and other administrative and
technical functions.  All 9 of  the partially-owned centers are managed by
TME, Inc., a subsidiary of CMI, in exchange for a management fee.

CMI also operates a service called IMI-Net, a multi-state patient referral
network that contracts with insurance payers to arrange the scanning of
patients in medical imaging facilities certified by IMI-Net to have met IMI-
Net's level of quality standards.

International Operations

The Company, through its subsidiary, Syncor Overseas Ltd., owns and/or
operates 17 nuclear pharmacy service centers in the following locations:  New
Zealand, China, Hong Kong, Taiwan, Philippines, Thailand, South Korea,
Israel, Australia, Mexico, Colombia, Puerto Rico and South Africa.  The
Company compounds, dispenses and distributes unit dose radiopharmaceuticals
in these locations and acts as a distributor of bulk radiopharmaceuticals for
various manufacturers. The Company also owns and/or operates 7 medical
imaging centers in the following locations: Puerto Rico, New Zealand and
Taiwan.  Additional nuclear pharmacies and medical imaging centers in foreign
sites are being considered for development, including joint ventures in
Chengdu and Guangzhou, China.

The Company has expanded its business to provide outsource and other services
in the field of medical imaging and radiopharmacy.  The Company manages the
MRI portion of a medical imaging department in a hospital in Chia-Yi City,
Taiwan.  In 1999, the Company opened a cyclotron facility at a hospital in
Taichung, Taiwan to produce positron emission tomography (PET)
radiopharmaceuticals, and, in January 2000, entered into another agreement
with a hospital in Tel Aviv (Israel) to jointly operate a cyclotron facility.

Syncor Pharmaceuticals, Inc., a division of Syncor Overseas, manufactures
Iodine-123 capsules in its manufacturing facility in Golden, Colorado.  An
Iodine-123 capsule is a radiopharmaceutical diagnostic product used for
thyroid disorders.  Syncor Pharmaceuticals allows the Company to maintain a
reliable supply of Iodine-123 capsules for its customers and their patients.

In 2000, the Company will also begin to manufacture Iodine-125 and Palladium-
103 brachytherapy "seeds," radioactive implants used for the treatment of
localized prostate cancer.  The seeds will be marketed under the trade name
Pharmaseed(TM) and will be manufactured in the Company's facility in
Shanghai, China.

The description of the Company's various activities in the Company's Annual
Report to Stockholders for the  year ended December 31, 1999 is incorporated
into this Form 10-K by reference.

Sources and Availability of Raw Materials

The Company's pharmacies dispense approximately sixty different
radiopharmaceutical products, which are obtained primarily from six
suppliers. The Company's principal supplier of radiopharmaceutical products
in the U.S. is the Radiopharmaceutical Division of The DuPont Pharmaceutical
Company ("DuPont"), with whom the Company has had a long-standing
relationship with respect to the distribution of its products.

Cardiology sales constituted approximately 58 percent of the Company's sales
in 1999.  Seventy eight percent of the cardiology sales was derived from
sales of Cardiolite(R), a DuPont cardiology product to which the Company has
preferred distribution rights.

If DuPont is not able to supply its proprietary products to the Company,
particularly Cardiolite(R), the Company's operations could be
negatively impacted. DuPont, however, is contractually committed to supply
Cardiolite(R) to Syncor on a preferential basis through December 31, 2003.
Management further believes that if DuPont or any other supplier of
proprietary radiopharmaceuticals to the Company failed to supply products,
the Company's other current suppliers would be in a position to supply
similar and additional products to make up most of the shortfall.  The
failure of two or more suppliers to provide products at a particular time
could have an adverse effect on the Company's business.

The Company derives approximately 66 percent of its radiopharmacy net sales
per day from technetium-based products.  The Company obtains its U.S. supply
of technetium, a radioactive isotope, from technetium generators provided
primarily by DuPont.  Since radioactive isotopes decay naturally, the Company
cannot stockpile technetium generators for use during temporary shortages. An
interruption in the supply of technetium generators, depending on its
duration, could have a material adverse effect on the Company's business.

The principal raw material used by the Company in its manufacturing facility
in Colorado is the radioactive isotope, Iodine-123.  The Company obtains its
supply of Iodine-123 from MDS Nordion, which has supplied the material
without interruption during the last seven years.  The Iodine-125 and
Palladium-103 isotopes to be used for the production of brachytherapy seeds
will be obtained from MDS Nordion or other manufacturers.

The Company is consistently in pursuit of improving its relationships with
current suppliers and developing new long-term relationships.

Patents, Trademarks, and Licenses

The Company owns a number of trademarks and patents, including patent rights
to the  SECURE(R) Safety Insert System, a safety insert container system
used for the safe delivery, handling and disposal of unit dose products.
The Company also has patent rights to a family of radiopharmaceutical
delivery systems referred to as the "Pigs" (Piglet(TM), Piglet2(TM) and
PETPig(TM)). The Pigs are tungsten containers that weigh considerably less
than current 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 pharmacy personnel and customers.

The Company also licenses its proprietary Windows-based SYNtrac(TM),
Unit Dose Manager(TM) and NucLink(TM) integrated software and hardware
systems to its customers to assist in the management of their nuclear
medicine departments and to facilitate electronic communication between the
Company's local radiopharmacies and customers.  As of December 31, 1999, the
Company had almost 1,400 customers who were active licensees of the software
systems.  The foregoing trademarks, patents and licenses are key components
to the Company's ability to operate its pharmacies efficiently, provide high
quality customer service, and build mutually beneficial long-term
relationships with the Company's customers.

Dependence on Customers

Pharmacy Services Customers

The Company has primarily three types of radiopharmacy customers in the U.S.:
(i) corporate account customers that negotiate contracts on behalf of
regional or national networks of hospitals and clinics, including hospital
alliances, proprietary hospital systems and group purchasing organizations
("GPOs"); (ii) local independent hospitals and clinics that purchase
radiopharmaceuticals from the company independent of any agreement or
membership with a national managed care provider or GPO; and (iii) community-
based multi-facility integrated healthcare networks ("IHNs") that control
purchasing for a limited but highly integrated group of hospitals and clinics
that may or may not be affiliated or aligned with a corporate account
customer.

In 1999, the Company's largest corporate account customers included Health
Trust (formerly Columbia/HCA), AmeriNet, Inc., TENET, Health Service
Corporation of America and Kaiser Foundation Health Plan, Inc.   Sales to
corporate account customers and IHNs affiliated with GPOs were valued at
approximately $130 million in 1999, representing nearly 30% of the Company's
total radiopharmacy sales, compared to $146 million in 1998 representing 35%
of the Company's 1998 radiopharmacy sales. In 1999, sales to the Company's
three biggest corporate account customers (TENET, Health Trust and AmeriNet)
accounted for approximately 78% of the total corporate account sales,
compared to 81% in 1998.  The contrast between 1998 and 1999 can be
attributed primarily to the loss of the Novation contract in March 1999;
while Syncor has been successful in retaining as customers 97 percent of the
hospitals and clinics affiliated with Novation after the contract
termination, Syncor no longer classified those sales as corporate account
sales. The advantage to having a corporate account agreement in place is that
the affiliated hospitals and clinics are more likely to be bound by long-term
supply agreements with the Company.

Sales to non-corporate account customers, including sales to IHNs not
affiliated with a corporate account customer, were valued at approximately
$310 million in 1999, representing nearly 70% of the Company's total
radiopharmacy sales, compared to $250 million in 1998 representing 63% of the
Company's 1998 radiopharmacy sales.

The Company's radiopharmacy operations are not dependent upon a single
customer.  If two or more corporate account customers were to cause all or
most of their affiliated or member hospitals and clinics to cease using the
Company's services, it could result in a negative impact on the Company's
operations.  If a corporate account customer terminates its agreement with
the Company, however, the Company's experience has been that many of that
customer's affiliated or member hospitals and clinics will continue to do
business with the Company. They remain with the Company for one or more of
the following reasons: (i) the affiliated hospital or clinic may be
contractually committed to purchase radiopharmaceuticals from the Company for
a set term, independent of its affiliation with the corporate account
customer; (ii) since the Company is the only true nationwide distributor of
radiopharmaceuticals, in several markets the Company's radiopharmacy may be
the only viable source of radiopharmaceutical products and services; (iii)
the Company offers products and services that are not offered by competitors;
or (iv) the hospital or clinic prefers the service offered by the Company
over the service provided by a competitor.

Medical Imaging Customers

The Company's ability to attract medical imaging customers depends on many
factors, including its ability to contract with health care providers and
payers and to attract referrals from physicians representing various medical
specialties, the type and quality of equipment, and the quality and
timeliness of test results.  Referrals may depend on the existence of a
contractual relationship between a center and a patient's insurance carrier
or between a center and a health care provider (such as a managed care
provider, hospital or clinic).  The loss of one or a few large customers
would not have a material adverse effect on the Company's business; however,
such a loss could have a material adverse impact on the local imaging centers
operated by the Company with whom such customers do business.  Approximately
9.1% of CMI's revenues are related to patients participating in the Medicare
and Medicaid programs.  If CMI were to be disqualified from participation in
both the Medicare and Medicaid programs, the resulting loss in revenues would
have a material adverse impact on CMI's business.

Manufacturing Customers

The Company's manufacturing facility in Colorado supplies almost all of its
Iodine-123 capsules to the Company's radiopharmacies.  The Company aims to
expand the customer base for its Iodine-123 capsules.

Competitive Conditions

Pharmacy Services Business

The nuclear medicine market is divided into two segments: the market for bulk
products and the market for unit dose products.  In 1999, the U.S. nuclear
medicine market was valued at approximately $850 million, with unit dose
sales accounting for approximately 80 percent of the market, and bulk product
sales accounting for the remaining 20 percent.   The Company competes as a
distributor of unit dose products and as a distributor of bulk products on
behalf of manufacturers.

With respect to the bulk sales market, the Company competes with
radiopharmaceutical manufacturers that sell their products directly to
hospitals and clinics.  The hospital or clinic, in turn, compounds the bulk
product into unit doses. Through its distribution agreements with
manufacturers, the Company acts as their agent to compete for bulk business.
In the U.S., Syncor's primary supplier of bulk products is DuPont.

The core of the Company's business, however, is in unit dose sales, which
generate higher profit margins than bulk sales.  In 1999, the Company's unit
dose sales represented 92 percent of the Company's total radiopharmacy sales,
the same as in 1998.  The advantages to customers of using a centralized
radiopharmacy to compound unit doses rather than preparing their own
radiopharmaceutical products include: (i) reduced risk of radiation exposure
to hospital personnel; (ii) cost savings due to the Company's volume
purchasing power; (iii) better utilization of time-sensitive products
purchased from radiopharmaceutical manufacturers;  (iv) reduction in the time
needed to maintain extensive records required by regulatory agencies; and (v)
elimination or reduction of personnel, working space and equipment that would
otherwise have been necessary to compound unit doses.

The Company's radiopharmacies compete for unit dose sales with a number of
distributors, including two radiopharmaceutical manufacturers that have also
set up their own centralized radiopharmacies to supply unit doses to
customers, and approximately 100 to 105 independent radiopharmacies located
in cities throughout the U.S. The advantages to operating an independent
radiopharmacy include lower start-up and overhead costs and greater
management flexibility.  In certain markets, there is competition with
universities which own and operate centralized radiopharmacies.  The
advantages to operating a university radiopharmacy include having a
guaranteed customer base from the university's nuclear medicine department
and having access to subsidies from the university.  In 1999, the Company
held approximately 50 to 55 percent of the market share for unit dose sales.

The Company differentiates itself from its competitors, and adds value to its
customers,  by providing, among other things: (i) unit dose
radiopharmaceuticals under rigorous quality control standards; (ii) a
comprehensive nuclear medicine product line; (iii) professional consultation
and delivery services, including health physics and relief technology
services; (iv) the SECURE(R) Safety Insert System and the Pigs system for the
safe delivery, handling and disposal of unit dose products; and (v) the
SYNtrac(TM) and Unit Dose Manager(TM) software and hardware systems to allow
customers to better manage their nuclear medicine departments.

Medical Imaging Business

The Company's medical imaging centers compete with other diagnostic imaging
centers owned by physicians, hospitals, and other medical imaging providers.
The market is fragmented and has no dominant national imaging services
provider.  In the beginning of 1999, there were approximately 3,000
outpatient diagnostic imaging centers in the U.S., and the largest provider
owns approximately 5% of those centers.  The principal competitive factors
are the quality and timeliness of results, price, center location, type of
equipment available at the center, reputation of interpreting radiologists
and the center's ability to establish and maintain relationships with health
care providers and referring physicians.  The Company plans to enhance its
network of referrals by building upon existing relationships and developing
new relationships through the radiopharmacy business.  The Company plans to
differentiate itself from the competition by becoming a regional leader in
providing medical diagnostic imaging services in selected markets.  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 the Company to be the medical diagnostic imaging
partner of choice among regional payers seeking to minimize the number of
providers under contract.

Government Regulation and Reimbursement

Pharmacy Services and Manufacturing Business

Each of the Company's pharmacies in the U.S. 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. The Company's manufacturing facility in Colorado is licensed by the
state of Colorado for radioactive materials and is licensed by the Food and
Drug Administration ("FDA") as a manufacturing facility. The FDA also
inspects the facility for compliance with its "good manufacturing practices"
standards.

Periodic inspections of the Company's pharmacies 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. The Company devotes substantial human and financial
resources to ensure continued regulatory compliance and believes that it is
currently in material compliance with all material rules and regulations.

The Company is 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, the Company's products are subject to
federal, state and local regulations relating to drugs and medical devices.

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 the Company's
pharmacies and its manufacturing facility. Historically, compliance with such
laws and regulations has not had a material adverse effect on the capital
expenditures, earnings or competitive position of the Company.

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.  Violations of
the Anti-Kickback Statute or similar state statutes could result in
substantial civil and/or criminal penalties in connection with willful
violations of the statutes.  Violations could also result in the Company's
exclusion from Medicare or Medicaid programs.  The Company believes that its
pharmacy services business is in material compliance with the Anti-Kickback
Statute and similar state statutes.

Changes to the current framework by which the Health Care Financing
Administration ("HCFA") reimburses healthcare providers for healthcare
services, primarily with the introduction of ambulatory payment
classifications (APCs), are scheduled to take into effect in mid-year 2000.
While the Company's pharmacy services business does not get reimbursement
from HCFA, the implementation of APCs could have an effect on the hospitals
that purchase their radiopharmaceuticals from Syncor, and that impact, in
turn, could affect the Company's revenues. The Company cannot predict at this
time what impact those changes will have on the Company's pharmacy services
business, but based on information currently available to it, the Company's
management believes that the changes will have a favorable impact.

Medical Imaging Business

The federal government and all states in which the Company operates or plans
to operate medical imaging centers in the U.S. regulate various aspects of
the medical imaging business.  Failure to comply with these laws and
regulations could have an adverse impact on the Company's ability to receive
reimbursement for its services from government agencies and could also result
in civil and criminal penalties against the Company and its management.

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 healthcare services. Legislation has been
proposed or enacted at both the federal and state levels to regulate
healthcare delivery in general and radiology services in particular. In June
1998, HCFA, acting pursuant to the Balanced Budget Act of 1997, published a
proposed reimbursement schedule that, if implemented, would have resulted in
reductions in Medicare reimbursement for medical imaging services over a
four-year phase-in period.  The proposed schedule was not implemented because
the data from which HCFA prepared the proposed reimbursement schedule was not
complete.  As of March 2000, HCFA was still in the process of analyzing data
to determine what reductions, if any, should be made in medical imaging
reimbursement.  The final outcome to the proposed fee restructuring and the
impact on diagnostic facilities, and on the Company, cannot be predicted at
this time.  As for the introduction of APCs in mid-year 2000, since APCs
apply only to outpatient services performed by hospital-based medical
providers, the Company's management does not expect that change to affect the
Company's medical imaging centers, which are not hospital-based.

The medical imaging business is subject to state insurance laws governing the
presentation and payment of insurance claims for medical imaging services to
patients with health insurance.  The Company believes that it is in material
compliance with such laws.

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 healthcare facilities and services.  The Company may also have to
comply with federal certification requirements, such as the  federal
certification requirement to provide mammography examinations.  The Company's
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 or order
or provision of any item or service that is covered by Medicare or Medicaid.
The Company believes that its medical imaging centers are in material
compliance with the Anti-Kickback Statute and similar state statutes.

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 Company believes
that its medical imaging centers are in material compliance with the False
Claims Act.

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 similar to Stark.  The Company believes that it is currently in
material compliance with Stark and similar statutes.

The medical imaging business may be subject to the laws of certain states
which prohibit the practice of medicine by non-physicians and/or the
splitting of fees between physicians and non-physicians.  The Company
believes its operations are conducted in material compliance with existing
applicable laws relating to the corporate practice of medicine and fee
splitting.

The Company is 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.  The Company believes
that it is in material compliance with all such applicable laws and regulations.

International Risks and Uncertainties

The Company's foreign operations are not immune to the inherent uncertainties
and risks of currency fluctuations, political and civil unrest, trade
restrictions, and inconsistent market and regulatory conditions.

Employees

As of December 31, 1999, the Company employed over 2,900 people in the United
States, of whom approximately 2,000 were full-time employees.  The Company
employs approximately 200 people outside the United States, of whom
approximately 180 are full-time employees.


Item 2.     PROPERTIES.

The Company's corporate headquarters is located in Woodland Hills,
California.  The Company leases approximately 60,967 square feet at that
location, which is adequate for the Company's current needs.  The lease is
for a term of ten years commencing on March 1, 1997, with one five-year
renewal option.  The Company also leases an administrative office facility in
Duluth, Georgia. The Company leases approximately 19,666 square feet at that
location, which is adequate for the Company's current needs.  The lease is
for a term of ten years commencing on October 18, 1996.

The Company and its consolidated subsidiaries lease (and in one location own)
and operate a number of pharmacies in the U.S. whose locations are set forth
in the following table*:
<TABLE>
<CAPTION>
<S>            <C>                        <C>               <C>
STATE          LOCATION                   STATE            LOCATION

ALABAMA        Birmingham                 NEBRASKA         Lincoln
               Mobile                                      Omaha
ARIZONA        Gilbert(Mesa)              NEVADA           Las Vegas
               Phoenix                    NEW JERSEY       Kenilworth(Newark)
               Tucson                     NEW MEXICO       Albuquerque
ARKANSAS       Jonesboro                  NEW YORK         The Bronx
               Little Rock                                 Cheektowaga
CALIFORNIA     Bakersfield                                  (Buffalo)
               Berkeley                                    Franklin Square
               Colton                                       (Long Island)
               Fresno                                      Newburgh
               Modesto                                     Rochester
               Palm Springs                                Syracuse
               Redding                                     Troy(Albany)
               Sacramento                 NORTH CAROLINA   Charlotte
               San Diego                                   Greensboro
               San Jose                                    Raleigh
               Torrance                   OHIO             Cincinnati
               Van Nuys(Los Angeles)                       Columbus
COLORADO       Colorado Springs                            Girard(Youngstown)
               Denver                                      Holland(Toledo)
CONNECTICUT    Glastonbury(Hartford)                       Miamisburg(Dayton)
               Stamford                                    Uniontown/Green
DELAWARE       Seaford                                      (Akron)
FLORIDA        Fort Myers                                  Valley View
               Gainesville                                  (Cleveland)
               Jacksonville               OKLAHOMA         Oklahoma City
               Jupiter(West Palm Beach)                    Tulsa
               Miami Lakes(Miami)         OREGON           Portland
               Pensacola                  PENNSYLVANIA     Allentown
               Pompano Beach                               Bristol
                 (Ft. Lauderdale)                           (N. Philadelphia)
               Sarasota                                    Erie
               Tampa                                       Hummelstown
               Winter Park(Orlando)                         (Harrisburg)
GEORGIA        Augusta                                     Pittsburgh
               Columbus                                    Sharon Hill
               Doraville(Atlanta)                           (Philadelphia)
               Rome                       RHODE ISLAND     Providence
ILLINOIS       Chicago                    SOUTH CAROLINA   Columbia
               Elmhurst                   TENNESSEE        Chattanooga
INDIANA        Ft. Wayne**                                 Jackson
               Griffith                                    Knoxville
               Indianapolis                                Memphis
IOWA           Des Moines                                  Nashville
KANSAS         Wichita                    TEXAS            Amarillo
KENTUCKY       Lexington                                   Austin
               Louisville                                  Beaumont
LOUISIANA      New Orleans                                 Corpus Christi
MARYLAND       Silver Springs                              Dallas
               Timonium(Baltimore)                         El Paso
MASSACHUSETTS  Woburn(Boston)                              Fort Worth
MICHIGAN       Grand Rapids                                Houston
               Southfield(Detroit)                         Lubbock
               Swartz Creek(Flint)                         San Antonio
MINNESOTA      Moorhead(Fargo, ND)        VIRGINIA         Richmond
               St. Paul                                    Virginia Beach
MISSISSIPPI    Flowood(Jackson)           WASHINGTON       Seattle
               Tupelo                                      Spokane
MISSOURI       Kansas City                                 Tacoma
               Overland(St. Louis)                         Huntington
               Springfield                                 Princeton
                                          WISCONSIN        Appleton
                                                            (Green Bay)
                                                           Mosinee
                                                           Wauwatosa
                                                            (Milwaukee)
<FN>
<F1>*  The Company also owns an interest in pharmacies in: Salt Lake City,
       Utah; Midland, Texas; Huntsville, Alabama; and Reno, Nevada.
<F2>** Managed by, and under the name of, Spectrum Pharmacy, Inc.
</FN>
</TABLE>
Pharmacy lease terms vary from less than one year to approximately ten years,
and average approximately five years.  Leased areas average approximately
4,500 square feet.

CMI has its corporate headquarters in Westlake Village, California.  CMI owns
or manages medical imaging centers in various locations throughout the U.S.
The following table lists the medical imaging centers in the U.S. and
describes CMI's ownership interest in each center and the types of imaging
modalities offered in each center:
<TABLE>
<CAPTION>
<S>                     <C>                <C>      <C>       <C>
NAME OF CENTER          LOCATION           PROPERY  OWNERSHIP MODALITIES

Anaheim Cath Lab*       Anaheim, CA        N/A        0       Catheterization
                                                              Laboratory
Comprehensive OPEN      Bakersfield, CA    Leased   100       MRI
  MRI-Bakersfield
Comprehensive OPEN
  MRI-Carmichael/Folsom Carmichael, CA     Leased   100       MRI
Comprehensive OPEN
  MRI-Carmichael/Folsom Folsom, CA         Leased   100       MRI
Comprehensive OPEN      Dallas, TX         Leased   100       MRI
  MRI-Dallas
Comprehensive OPEN      Encino, CA         Leased   100       MRI
  MRI-Encino
Comprehensive OPEN      Fullerton, CA      Leased   100       MRI
  MRI-Fullerton
Comprehensive OPEN      Laguna Hills, CA   Leased   100       MRI
  MRI-Laguna Hills
Comprehensive OPEN      Plano, TX          Leased   100       MRI
  MRI-Plano
Comprehensive OPEN      Sacramento, CA     Leased   100       MRI
  MRI-Sacramento
Comprehensive Medical   Bakersfield, CA    Leased   100       MRI/CT/X-ray/
  Imaging-Bakersfield                                         Fluoroscopy/
                                                              Mammography/
                                                              Ultrasound
Comprehensive Medical   Fairfax, VA        Leased   100       MRI/CT/Nuclear
  Imaging-Fairfax                                             Medicine/X-ray/
                                                              Fluoroscopy
Comprehensive Medical   Rancho Cucamonga,  Leased   100       MRI/CT
  Imaging-              CA
  Rancho Cucamonga
Corona Inland MRI       Corona, CA         Leased   100       MRI
Crescent City MRI       New Orleans, LA    Leased    27.07    MRI
Desert CT/MRI           Palm Springs, CA   Leased   100       MRI/CT
Desert CT/MRI           Rancho Mirage, CA  Leased   100       MRI/CT
Fairfield Cath Lab*     Fairfield, CA      N/A        0       Catheterization
                                                              Laboratory
Fox Valley Imaging      Naperville, IL     Leased     7.62    MRI/CT/X-ray/
                                                              Fluoroscopy
Greenville MRI          Greenville, NC     Leased    32.63    MRI
IMI of Arlington        Arlington, VA      Leased   100       MRI
IMI of Boca Raton       Boca Raton, FL     Owned    100       MRI/CT/X-ray/
                                                              Fluoroscopy
IMI Diagnostic Center   Plantation, FL     Leased   100       CT/X-ray/
                                                              Nuclear
                                                              Medicine/
                                                              Ultrasound/
                                                              Mammography/
                                                              Tomography/
                                                              Fluoroscopy
IMI of Kansas City      Overland Park, KS  Owned    100       MRI/X-ray
IMI of Miami            Miami, Fl          Leased   100       MRI/CT/X-ray/
                                                              Fluoroscopy/
                                                              Ultrasound/
                                                              Mammography
IMI of North Miami      North Miami        Leased   100       MRI/X-ray/
  Beach                 Beach, FL                             Fluoroscopy
IMI of Oakland Park     Oakland Park, FL   Leased   100       MRI
IMI of Pine Island      Plantation, FL     Owned    100       MRI
Jefferson Imaging -     Bala Cynwyd, PA    Leased     7.62    MRI
  Bala
Jefferson Imaging -     Langhorne, PA      Leased   100       MRI
  Langhorne
Lodi CT-MRI*            Lodi, CA           N/A        0       CT
Lodi Imaging Center*    Lodi, CA           N/A        0       Catheterization
                                                              Laboratory/
                                                              Nuclear
                                                              Medicine/X-ray/
                                                              Ultrasound
Los Gatos MRI           Los Gatos, CA      Leased   100       MRI
MRI of Woodbridge       Woodbridge, VA     Leased     7.62    MRI
Medical Imaging Center  W. Orange, NJ      Leased   100       MRI/CT/X-ray
  of the Oranges                                              Ultrasound/
                                                              Mammography/
                                                              Fluoroscopy
Mesa MRI                Mesa, AZ           Leased     7.62    MRI
Mid States Diagnostic   Wichita, KS        N/A        0       Ultrasound/
  Services*                                                   Nuclear Medicine
Mountain View MRI       Paradise Valley,   Leased   100       MRI
                        AZ
Riverside MRI Center    Riverside, CA      Leased    52.5     MRI/
                                                              Fluoroscopy/
                                                              X-ray
Santa Maria MRI Center  Santa Maria, CA    Leased   100       MRI
Tampa Diagnostic        Tampa, FL          Leased     7.62    MRI/CT/X-ray
  Institute                                                   Fluoroscopy/
                                                              Ultrasound/
                                                              Mammography/
                                                              Nuclear Medicine
Tempe OPEN MRI          Phoenix, AZ        Leased   100       MRI/X-ray/
                                                              Fluoroscopy/
                                                              Ultrasound
Thunderbird MRI         Glendale, AZ       Leased   100       MRI
Valley Imaging Center-  Apple Valley, CA   Leased   100       MRI/CT/X-ray
  Apple Valley                                                Fluoroscopy/
                                                              Mammography
Valley Imaging Center-  Hesperia, CA       Leased   100       Ultrasound/
  Hesperia                                                    X-ray
                                                              Mammography
Valley Imaging Center-  Victorville, CA    Leased   100       Ultrasound/
   Victorville                                                X-ray
                                                              Fluoroscopy/
                                                              Mammography
Valley MRI              Phoenix, AZ        Leased    59.16    MRI
West Coast Radiology    Santa Ana, CA      N/A        0       MRI/CT/X-ray
  Center*                                                     Mammography/
                                                              Ultrasound/
                                                              Nuclear
                                                              Medicine/
                                                              Bone
                                                              Densitometry/
                                                              Radiation
                                                              Therapy
<FN>
_____________________
<F1>*  The Company receives a management fee for financial and accounting
       services from these 6 medical imaging centers.
</FN>
</TABLE>
In addition to the listed imaging centers, the Company receives a fee for
managing the equipment leases in 9 other medical imaging centers.

Outside of the United States, the Company operates radiopharmacies and
medical imaging centers in the following locations:

<TABLE>
<CAPTION>
<S>                          <C>                        <C>          <C>
LOCATION                     TYPE OF FACILITY           PROPERTY     OWNERSHIP

Auckland, New Zealand        Medical Imaging            Leased       100
                                (Nuclear Medicine)
Auckland, New Zealand        Radiopharmacy              Leased       100
Bangkok, Thailand            Radiopharmacy              Leased       100
Beijing, China               Radiopharmacy              Own           79.78
Bogota, Colombia             Radiopharmacy              Leased       100
Chia-Yi City, Taiwan         Medical Imaging (MRI)      N/A            0
Chia-Yi City, Taiwan         Medical Imaging            Leased       100
                                (Nuclear Medicine)
Hong Kong, S.A.R., China     Radiopharmacy              Leased       100
Johannesburg, South Africa   Radiopharmacy              Leased       100
Kaoshiung, Taiwan            Radiopharmacy              Own          100
Loudon City, Taiwan          Medical Imaging            Leased       100
                                (Nuclear Medicine)
Manila, Philippines          Radiopharmacy              Leased       100
Mexico City, Mexico          Radiopharmacy              Leased       100
Perth, Australia             Radiopharmacy              Leased       100
San Juan, Puerto Rico        Radiopharmacy              Leased       100
Santurce, Puerto Rico        Medical Imaging (MRI)      Own          100
Seoul, South Korea           Radiopharmacy              Own          100
Shanghai, China              Radiopharmacy              Own           83.67
Sydney, Australia            Radiopharmacy              Leased       100
Taichung, Taiwan             Cyclotron Facility         Leased       100
Taichung, Taiwan             Radiopharmacy              Leased       100
Taipei, Taiwan               Radiopharmacy              Own          100
Taipei, Taiwan               Medical Imaging            Leased       100
                                (Nuclear Medicine)
Taipei, Taiwan               Medical Imaging            Leased       100
                                (Nuclear Medicine)
Tel Aviv, Israel             Radiopharmacy              N/A            0*
<FN>
_________________
<F1>* Licensing arrangement with an Israeli company.
</FN>
</TABLE>

Item 3.     LEGAL PROCEEDINGS.

The Company and its subsidiaries are involved in various litigation
proceedings. 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.  In the opinion of the Company's General
Counsel, however, 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.

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

None.

                                   PART II


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

The information relating to the Company's Common Stock which appears in the
Company's Annual Report to Stockholders for the year ended December 31, 1999,
under "Selected Quarterly Results of Operations" and "Stockholder
Information," included in this Form 10-K Annual Report as Exhibit 13, is
incorporated by reference.

Item 6.     SELECTED FINANCIAL DATA.

The selected financial data which appears in the Company's Annual Report to
Stockholders for the year ended December 31, 1999, under the heading of
"Selected Financial Data," included in this Form 10-K Annual Report as
Exhibit 13, are incorporated by reference.

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

Management's discussion and analysis of financial condition and results of
operations which appears in the Company's Annual Report to Stockholders for
the year ended December 31, 1999, under the heading of "Management's
Discussion and Analysis," included in this Form 10-K Annual Report as Exhibit
13, is incorporated by reference.

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

The quantitative and qualitative disclosures about market risk which appear
in the Company's Annual Report to Stockholders for the year ended December
31, 1999, under the heading of "Quantitative and Qualitative Disclosures
About Market Risk," included in this Form 10-K Annual Report as Exhibit 13,
are incorporated by reference.

Item 8.     CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements and the notes thereto which appear in
the Company's Annual Report to Stockholders for the year ended December 31,
1999, under the headings of "Consolidated Statements of Income" and
"Consolidated Balance Sheets," included in this Form 10-K Annual Report as
Exhibit 13, are incorporated by reference.  Schedules containing certain
supporting information are also included.  See Financial Statement Schedules
on page 14 hereof.

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

None.

                                  PART III


Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information called for by Item 10 of Form 10-K is incorporated by
reference from the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders, to be held on June 20, 2000, 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, 1999.

Based solely upon its review of Forms 3, 4 and 5 furnished to the Company,
the Company believes that all reports required to be filed during 1999
pursuant to Section 16(b) of the Securities Exchange Act of 1934 were timely
filed, except that George S. Oki was late by 7 days in filing his Form 4 for
March 1999 to report a sale.

Item 11.    EXECUTIVE COMPENSATION.

The information called for by Item 11 of Form 10-K is hereby incorporated by
reference from the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on June 20, 2000, which will be filed with
the Commission pursuant to Regulation 14A within 120 days from December 31,
1999.

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

The information called for by Item 12 of Form 10-K is hereby incorporated by
reference from the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on June 20, 2000, which will be filed with
the Commission pursuant to Regulation 14A within 120 days from December 31,
1999.

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information called for by Item 13 of Form 10-K is hereby incorporated by
reference from the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on June 20, 2000, which will be filed with
the Commission pursuant to Regulation 14A within 120 days from December 31,
1999.


                                    PART IV

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

   (a)  1.  Consolidated Financial Statements.

              The consolidated financial statements listed below, together
              with the report thereon of KPMG LLP, dated February 16, 2000,
              which appear in the Company's Annual Report to Stockholders for
              the year ended December 31, 1999, included in this Form 10-K
              Annual Report as Exhibit 13, are hereby incorporated herein by
              reference.

                      Independent Auditors' Report
                      Consolidated Balance Sheets
                      Consolidated Statements of Income
                      Consolidated Statements of Stockholders' Equity and
                        Comprehensive Income
                      Consolidated Statements of Cash Flows
                      Notes to Consolidated Financial Statements

         2.  Financial Statement Schedules.

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

                       Schedule II   Valuation and Qualifying Accounts   17

               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.

         3.  Index to Exhibits.

               The list of exhibits filed as part of this report on Form 10-K
               or incorporated by reference appears as Index to Exhibits on
               page 18.

    (b)  Reports on Form 8-K filed in the Quarter Ended December 31, 1999.

               Form 8-K, dated September 28, 1999 and filed on October 12,
               1999, disclosing the adoption by the Board of Directors of a
               new Stockholder Rights Plan that superseded the Company's
               previous rights plan.

     (c)  Exhibits.

               The exhibits required by Item 601 of Regulation S-K are filed
               with this Form 10-K Annual Report or are incorporated by
               reference and are listed in the Index to Exhibits on page 18.

                                      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 30, 2000            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.

/s/Monty Fu                   Chairman of the Board       Date: March 30, 2000
   Monty Fu	                  and Director

/s/Robert G. Funari           President, Chief Executive Date: March 30, 2000
   Robert G. Funari           Officer (Principal
                              Executive Officer) and
                              Director

/s/Michael E. Mikity          Senior Vice President,     Date: March 30, 2000
   Michael E. Mikity	         Chief Financial Officer
                              and Treasurer (Principal
                              Financial and Accounting
                              Officer)


/s/George S. Oki              Director                   Date: March 30, 2000
   George S. Oki


/s/Arnold E. Spangler         Director                   Date: March 30, 2000
   Arnold E. Spangler


/s/Steven B. Gerber           Director                   Date: March 30, 2000
   Steven B. Gerber, M.D.


/s/Henry N. Wagner            Director                   Date: March 30, 2000
   Henry N. Wagner, Jr., M.D.


/s/Gail R. Wilensky           Director                   Date: March 30, 2000
   Dr. Gail R. Wilensky


/s/Ronald A. Williams         Director                   Date: March 30, 2000
   Ronald A. Williams


<TABLE>
                   SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
                     Schedule II. Valuation and Qualifying Accounts
<CAPTION>
<S>                                <C>        <C>       <C>           <C>
(In thousands)
_____________________________________________________________________________

                                   Balance    Costs                   Balance
                                      at       and                    at End
                                  Beginning  Expenses	  Deductions	of
Description                       of Period    (A)         (B)        Period
_____________________________________________________________________________

Year Ended
December 31, 1999
Allowance for doubtful
accounts                           $3,774     $  942	   $    0       $4,716

Year Ended
December 31, 1998
Allowance for doubtful
accounts                           $1,040     $3,009    $  275       $3,774

Year Ended
December 31, 1997
Allowance for doubtful
accounts  	                        $  911     $    0    $ (129)      $1,040


<FN>
<F1> (A)  Amount due to acquisition of medical imaging businesses and related
          accounts receivable.
<F2> (B)  Uncollectible accounts written-off, net of recoveries and change in
          reserve.
</FN>
</TABLE>

                                  INDEX TO EXHIBITS

Exhibit No.


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 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 dated 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
            January 24, 1995 entered into between the Company and Henry
            Wagner, Jr., filed as Exhibit 10.19 to the Form 10-K for the year
            ended December 31, 1995, 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 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.*

      10.13 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.*

      10.14 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.

      10.15 The 1997 Management Incentive Plan of the Company, filed as
            Exhibit 10.18 to the Form 10-K for the year ended December 31,
            1996, and incorporated herein by reference.*

      10.16 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.

      10.17 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.

      10.18 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.*

      10.19 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.

      10.20 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.

      10.21 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.*

      10.22 Credit Agreement, dated as of January 5, 1998, among the Company,
            as borrower, Bank One, NA (formerly The First National Bank of
            Chicago), as lender and administrative agent, and Mellon Bank,
            N.A., as lender, filed as Exhibit 10.26 to the Form 10-K for the
            year ended December 31, 1997, and incorporated herein by
            reference.

      10.23 First Amendment to Credit Agreement, dated as of November 10,
            1999, among the Company, as borrower, Bank One, NA, as lender and
            administrative agent, and Mellon Bank, N.A., as lender.

      10.24 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.*

      10.25 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.*

      10.26 Second Amendment to the 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.*

      10.27 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.*

      10.28 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.*

      10.29 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.*

      10.30 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.*

      10.31 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.*

      10.32 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.*

      10.33 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.*

      10.34 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.*

      10.35 Non-Employee Director 1999 Stock Incentive Plan, dated November
            11, 1999.*

      10.36 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).*

      10.37 Split Dollar Agreement between the Company and the Monty and
            Wendy Fu 1998 Irrevocable Trust, dated January 8, 1999.*

      10.38 2000 Corporate Management Incentive Plan.*

      10.39 Amended and Restated Employment Agreement of Monty Fu, dated
            January 1, 1997, and amended and restated as of December 31,
            1997, filed as Exhibit 10.2 to the Form 10-Q for the quarter
            ended March 31, 1998, and incorporated herein by reference.*

      10.40 Amended and Restated Employment Agreement of Robert G. Funari,
            dated January 1, 1997, and amended and restated as of December
            31, 1997, filed as Exhibit 10.3 to the Form 10-Q for the quarter
            ended March 31, 1998, and incorporated herein by reference.*

11.   Statement Re:  Computation of Per Share Earnings

      Computation can be clearly determined from the material contained in
      the Company's Annual Report to Stockholders for year ended December 31,
      1999.

13.   Annual Report to Security Holders

      Syncor International Corporation Annual Report to Stockholders for the
      year ended December 31, 1999, except for specific information in such
      Annual Report expressly incorporated herein by reference, is furnished
      for the information of the Commission and is not to be deemed "filed"
      as part hereof.

21.   Subsidiaries of the Registrant
<TABLE>
<CAPTION>
<S>                                                 <C>
                                                    State or Country
Name of Subsidiary                                  of Organization

Syncor Management Corporation	         	            Delaware
Syncor Midland, Inc.                                Texas
Syncor Pharmaceuticals, Inc.                        Delaware
Comprehensive Medical Imaging, Inc.                 Delaware
Comprehensive Diagnostic Imaging, Inc.**            Delaware
Medical Diagnostic Leasing, Inc.**                  Delaware
TME, Inc.**                                         Delaware
Beijing Syncor Medicine Corporation, Ltd.           People's Republic of China
Pharmatopes (Proprietary) Limited***                South Africa
Shanghai Syncor Medicine Corporation, Ltd.          People's Republic of China
Syncor de Mexico, S.A. de C.V.***                   Mexico
Syncor de Puerto Rico, Inc.***                      Puerto Rico
Syncor Hong Kong Limited***                         Hong Kong
Syncor International (Thailand) Co., Ltd.           Thailand
Syncor Korea, Inc.***                               South Korea
Syncor New Zealand Limited***                       New Zealand
Syncor Pharmacies Australia Pty. Ltd.***            Australia
Syncor Overseas Ltd.                                British Virgin Islands
Syncor Philippines, Inc.***                         Philippines
Syncor Taiwan, Inc.***                              Taiwan
Syncor Radiofarmacos, S.L. ***                      Spain
Syncor de Colombia, S.A. ***                        Colombia
Syncor Italy, S.R.L. ***                            Italy
Sichuan Syncor Medicine Corporation, Ltd. ***       People's Republic of China
Alva Nuclear S.A. de C.V. ***                       Mexico
Alsyn Corporativos S.A. de C.V. ***                 Mexico
<FN>
________________________
<F1>*	  Management contracts or compensatory plan
<F2>**  Subsidiaries of Comprehensive Medical Imaging, Inc.
<F3>*** Subsidiaries of Syncor Overseas Ltd.
</FN>
</TABLE>
23.   Independent Auditors' Consent and Report on Schedule
27.   Financial Data Schedule

                                Exhibit 10.35

                        SYNCOR INTERNATIONAL CORPORATION
                           1999 NON-EMPLOYEE DIRECTOR
                              STOCK INCENTIVE PLAN

      1.  Purpose of the Plan.  The purpose of this 1999 Non-Employee
Director Stock Incentive Plan (this "Plan") is to promote the success of
Syncor International Corporation (the "Corporation"): (a) by providing an
additional means to attract, motivate and retain non-employee directors
through the grant of options (each an "Option" or "Award") to purchase shares
of the Corporation's  common stock ("Common Stock") that provide added long-
term incentives for high levels of performance and for significant efforts to
improve the financial performance of the Corporation, (b) by providing non-
employee directors with an opportunity to increase their stake in the
Corporation's future growth and to obtain direct benefits from future
appreciation of the Common Stock, and (c) by aligning the interests of non-
employee directors with the interests of stockholders.

     2.  Administration.  The Plan shall be administered by the Officer
Director Committee of the Corporation's Board of Directors.

     3.  Participation.  Awards may be granted only to non-employee
directors of the Corporation who have served the Corporation for at least one
year as of November 11, 1999.

     4.  Stock Subject to the Plan.  The maximum aggregated number of shares
of Common Stock that may be granted under this Plan shall be 25,000 shares.
Each Option shall be a non-qualified stock option, and must be granted on or
before December 31, 1999.

     5.  Exercisability of Option.  Except as otherwise provided in this
Plan or the Award Agreement, each Option shall become exercisable from time
to time as follows: (i) 25% of the Common Stock shall become purchasable
twelve months after the date the Option is granted (the "Award Date"); (ii)
an additional 25% of the Common Stock shall become purchasable twenty-four
months after the Award Date; (iii) an additional 25% of the Common Stock
shall become purchasable thirty-six months after the Award Date; and (iv) an
additional 25% of the Common Stock shall become purchasable forty-eight
months after the Award Date; provided, however, that the Option may not be
exercised as to less than 10 shares at any one time unless the number of
shares purchased is the total number at the time available for purchase under
an installment of the Option.  If the participant does not, in any given
installment period, purchase all of the shares which he or she is entitled to
purchase in such installment period, the participant's right to purchase any
shares not so purchased shall continue until ten years after the Award Date
(the "Expiration Date"), unless theretofore terminated in accordance with the
provisions hereof and of the Plan.  The Option may be exercised only as to
whole shares.

     6.  Method of Exercise and Payment.  Each exercise of the Option shall
be by means of written notice of exercise duly delivered to the Corporation,
specifying the number of whole shares with respect to which the Option is
being exercised, together with any written statements required pursuant to
Section 11 below and payment of the Price.

     7.  Effect of Termination of Directorship.  The Option and all other
rights hereunder, to the extent such rights shall not have been exercised
prior thereto, shall terminate on the date the participant ceases to serve as
a director of the Corporation; provided, however, that the participant may,
to the extent the Option shall have become exercisable prior to such date,
exercise the Option at any time within (1) up to twelve months after such
termination; or (2) up to twelve months after the participant's death, if the
participant dies while serving as a director of the Corporation or during the
period referred to in clause (1) above.  During the period after death, the
Option may, to the extent exercisable on the date of death (or earlier
termination), be exercised by the person or persons to whom the participant's
rights under this Plan shall pass by will or by the applicable laws of
descent and distribution.  Unless sooner terminated pursuant to this Plan,
the Option shall expire at the end of the applicable period specified in
clauses (1) or (2) above, to the extent not exercised within that period.  In
no event may the Option be exercised by any person after the Expiration Date.

     8.  Non-Assignabilitv of Option.  The Option shall not be subject to
sale, transfer, pledge, assignment or alienation other than by will or the
laws of descent and distribution regardless of any community property or
other interest therein of the participant's spouse or such spouse's successor
in interest.  In the event that the spouse of the participant shall have
acquired a community property interest in the Option, the participant, or
such transferees, may exercise it on behalf of the spouse of the participant
or such spouse's successor in interest.

     9.  Acceleration.  Upon the occurrence of an Event, as defined in the
Corporation's 1990 Master Stock Incentive Plan ("MSIP"), including a Change
of Control, the Option shall become immediately exercisable to the full
extent theretofore not exercisable unless prior to an Event the Board
determines otherwise; subject, however, to compliance with applicable
regulatory requirements including without limitation Rule 16b-3 promulgated
by the Exchange Act.

     10.  Participant Not a Shareholder.  Neither the participant nor any
other person entitled to exercise the Option shall have any of the rights or
privileges of a shareholder of the Corporation as to any shares of Common
Stock for which stock certificates have not been actually issued and
delivered to him or her.  No adjustment will be made for dividends or other
rights for which the record date is prior to the date on which such stock
certificate or certificates are issued even if such record date is subsequent
to the date upon which notice of exercise was delivered and the tender of
payment was accepted.

     11.  Application of Securities Laws.

     (a)  No shares of Common Stock may be purchased pursuant to the Option
unless and until any then applicable requirements of federal and state
securities laws and regulations, and any exchanges upon which the Common
Stock may be listed, shall have been fully satisfied.  The participant must
represent, agree and certify that:

           (i)  If the participant exercises the Option in whole or in part
      at a time when there is not in effect under the Securities Act of 1933,
      as amended (the "Securities Act"), a registration statement relating to
      the Common Stock issuable upon exercise and available for delivery to
      him or her a prospectus meeting the requirements of Section 10 of the
      Securities Act ("Prospectus"), the participant will acquire the Common
      Stock issuable upon such exercise for the purpose of investment and not
      with a view to resale or distribution and that, as a condition to each
      such exercise, he or she will furnish to the Corporation a written
      statement to such effect, satisfactory in form and substance to the
      Corporation; and

           (ii) If and when the participant proposes to publicly offer or
      sell the Common Stock issued to him or her upon exercise of the Option,
      the participant will notify the Corporation prior to any such offering
      or sale and will abide by the opinion of counsel to the Corporation as
      to whether and under what conditions and circumstances, if any, he or
      she may offer and sell such shares, but such procedure need not be
      followed if a Prospectus was delivered to the participant with the
      shares of Common Stock and the Common Stock was and is listed on a
      national securities exchange or traded as a National Market System
      security through the facilities of NASDAQ.

     (b)  The certificates representing the Common Stock acquired pursuant to
the Option may bear a legend referring to the foregoing matters and any
limitations under the Securities Act and state securities laws with respect
to the transfer of such Common Stock, and the Corporation may impose stop
transfer instructions to implement such limitations, if applicable.  Any
person or persons entitled to exercise the Option under the provisions of
Section 7 above shall be bound by and obligated under the provisions of this
Section 11 to the same extent as is the participant.

     (c)  The Officer Director Committee of the Corporation's Board of
Directors may impose such conditions on an Award or on its exercise or
acceleration or on the payment of any withholding obligation (including
without limitation restricting the time of exercise to specified periods) as
may be required to satisfy applicable regulatory requirements, including,
without limitation, Rule 16b-3 (or any successor rule) promulgated by the
Commission pursuant to the Exchange Act.

     12.  Notices.  Any notice to be given to the Corporation pursuant to
this Plan shall be in writing and addressed to the Secretary of the
Corporation at its principal office and any notice to be given to the
participant shall be addressed to him or her at the address stated in the
Award Agreement, or at such other address as either party may hereafter
designate in writing to the other party.  Any such notice shall be deemed to
have been duly given when enclosed in a properly sealed envelope addressed as
aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government.

     13.  Tax Withholding.  The provisions of Section 6.6 of the MSIP are
hereby incorporated and shall govern any withholding that the Corporation is
required to make with respect to an exercise of the Option, as well as the
Corporation's right to condition a transfer of Common Stock upon compliance
with the applicable withholding requirements of federal, state and local
authorities.

     14.  Law Applicable to Construction.  The interpretation, performance
and enforcement of this Plan shall be governed by the laws of the State of
Delaware.


                                 Exhibit 10.36

                       SYNCOR INTERNATIONAL CORPORATION
                            NON-EMPLOYEE DIRECTOR
                             1999 STOCK INCENTIVE
                               AWARD AGREEMENT


Name of Non-Employee
Director ("Participant")        :

Address of Participant          :

Social Security Number          :

Number of Shares                :    5,000

Exercise Price per Share        :    $34.75

Award Date                      :    November 11, 1999

Expiration Date                 :    November 11, 2009


     WHEREAS, pursuant to the Corporation's 1999 Non-Employee Director Stock
Incentive Plan (the "Plan"), which is not exempt from the limitation of Rule
16b-3 promulgated by the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Participant has been granted a Non-Qualified Stock Option (the "Option" or
"Award") to purchase shares of Common Stock of the Corporation upon the terms
and conditions hereinafter set forth;

     NOW, THEREFORE, the Participant and the Corporation agree as follows:

     1.   Grant of Option.  The Corporation has granted to the Participant
as a matter of separate inducement and agreement in connection with his or
her status as a Non-Employee Director, and not in lieu of any salary or other
compensation for his or her services, the right and option to purchase, in
accordance with the Plan and on the terms and conditions of the Plan and
those hereinafter set forth, all or any part of the number of shares of
Common Stock stated above (the "Common Stock") at the price stated above (the
"Price"), exercisable from time to time subject to the provisions of this
Award Agreement prior to the close of business on the Expiration Date stated
above.

     2.   Exercisability of Option.  Except as otherwise provided in the
Plan or this Award Agreement, the Option shall become exercisable from time
to time as follows: (i) 25% of the Common Stock shall become purchasable
twelve months after the Award Date; (ii) an additional 25% of the Common
Stock shall become purchasable twenty-four months after the Award Date; (iii)
an additional 25% of the Common Stock shall become purchasable thirty-six
months after the Award Date; and (iv) an additional 25% of the Common Stock
shall become purchasable forty-eight months after the Award Date; provided,
however, that the Option may not be exercised as to less than 10 shares at
any one time unless the number of shares purchased is the total number at the
time available for purchase under an installment of the Option.  If the
Participant does not, in any given installment period, purchase all of the
shares which he or she is entitled to purchase in such installment period,
the Participant's right to purchase any shares not so purchased shall
continue until the Expiration Date, unless theretofore terminated in
accordance with the provisions hereof and of the Plan.  The Option may be
exercised only as to whole shares.

     3.   Method of Exercise and Payment.  Each exercise of the Option shall
be by means of written notice of exercise duly delivered to the Corporation,
specifying the number of whole shares with respect to which the Option is
being exercised, together with any written statements required pursuant to
Section 8 below and payment of the Price.

     4.   Effect of Termination of Directorship.  The Option and all other
rights hereunder, to the extent such rights shall not have been exercised
prior thereto, shall terminate on the date the Participant ceases to serve as
a director of the Corporation; provided, however, that the Participant may,
to the extent the Option shall have become exercisable prior to such date,
exercise the Option at any time within (1) up to twelve months after such
termination; or (2) up to twelve months after the Participant's death, if the
Participant dies while serving as a director of the Corporation or during the
period referred to in clause (1) above.  During the period after death, the
Option may, to the extent exercisable on the date of death (or earlier
termination), be exercised by the person or persons to whom the Participant's
rights under the Plan and this Award Agreement shall pass by will or by the
applicable laws of descent and distribution.  Unless sooner terminated
pursuant to the Plan, the Option shall expire at the end of the applicable
period specified in clauses (1) or (2) above, to the extent not exercised
within that period.  In no event may the Option be exercised by any person
after the Expiration Date.

     5.   Non-Assignabilitv of Option.  The Option shall not be subject to
sale, transfer, pledge, assignment or alienation other than by will or the
laws of descent and distribution regardless of any community property or
other interest therein of the Participant's spouse or such spouse's successor
in interest.  In the event that the spouse of the Participant shall have
acquired a community property interest in the Option, the Participant, or
such transferees, may exercise it on behalf of the spouse of the Participant
or such spouse's successor in interest.

     6.   Acceleration.  Upon the occurrence of an Event, as defined in
Syncor's 1990 Master Stock Incentive Plan ("MSIP"), including a Change of
Control, the Award shall become immediately exercisable to the full extent
theretofore not exercisable unless prior to an Event the Board determines
otherwise; subject, however, to compliance with applicable regulatory
requirements including without limitation Rule 16b-3 promulgated by the
Exchange Act.

     7.   Participant Not a Shareholder.  Neither the Participant nor any
other person entitled to exercise the Option shall have any of the rights or
privileges of a shareholder of the Corporation as to any shares of Common
Stock for which stock certificates have not been actually issued and
delivered to him or her.  No adjustment will be made for dividends or other
rights for which the record date is prior to the date on which such stock
certificate or certificates are issued even if such record date is subsequent
to the date upon which notice of exercise was delivered and the tender of
payment was accepted.

     8.   Application of Securities Laws.

     (a)  No shares of Common Stock may be purchased pursuant to the Option
unless and until any then applicable requirements of federal and state
securities laws and regulations, and any exchanges upon which the Common
Stock may be listed, shall have been fully satisfied.  The Participant
represents, agrees and certifies that:

          (i)  If the Participant exercises the Option in whole or in part at
     a time when there is not in effect under the Securities Act of 1933, as
     amended (the "Securities Act"), a registration statement relating to the
     Common Stock issuable upon exercise and available for delivery to him or
     her a prospectus meeting the requirements of Section 10 of the
     Securities Act ("Prospectus"), the Participant will acquire the Common
     Stock issuable upon such exercise for the purpose of investment and not
     with a view to resale or distribution and that, as a condition to each
     such exercise, he or she will furnish to the Corporation a written
     statement to such effect, satisfactory in form and substance to the
     Corporation; and

          (ii) If and when the Participant proposes to publicly offer or sell
     the Common Stock issued to him or her upon exercise of the Option, the
     Participant will notify the Corporation prior to any such offering or
     sale and will abide by the opinion of counsel to the Corporation as to
     whether and under what conditions and circumstances, if any, he or she
     may offer and sell such shares, but such procedure need not be followed
     if a Prospectus was delivered to the Participant with the shares of
     Common Stock and the Common Stock was and is listed on a national
     securities exchange or traded as a National Market System security
     through the facilities of NASDAQ.

     (b)  The Participant understands that the certificates representing the
Common Stock acquired pursuant to the Option may bear a legend referring to
the foregoing matters and any limitations under the Securities Act and state
securities laws with respect to the transfer of such Common Stock, and the
Corporation may impose stop transfer instructions to implement such
limitations, if applicable.  Any person or persons entitled to exercise the
Option under the provisions of Section 4 above shall be bound by and
obligated under the provisions of this Section 8 to the same extent as is the
Participant.

     (c)  The Board of Directors of the Corporation may impose such
conditions on an Award or on its exercise or acceleration or on the payment
of any withholding obligation (including without limitation restricting the
time of exercise to specified periods) as may be required to satisfy
applicable regulatory requirements, including, without limitation, Rule 16b-3
(or any successor rule) promulgated by the Commission pursuant to the
Exchange Act.

     9.   Notices.  Any notice to be given to the Corporation under the
terms of the Award Agreement or pursuant to the Plan shall be in writing and
addressed to the Secretary of the Corporation at its principal office and any
notice to be given to the Participant shall be addressed to him or her at the
address stated above, or at such other address as either party may hereafter
designate in writing to the other party.  Any such notice shall be deemed to
have been duly given when enclosed in a properly sealed envelope addressed as
aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government.

     10.   Tax Withholding.  The provisions of Section 6.6 of the MSIP are
hereby incorporated and shall govern any withholding that the Corporation is
required to make with respect to an exercise of the Option, as well as the
Corporation's right to condition a transfer of Common Stock upon compliance
with the applicable withholding requirements of federal, state and local
authorities.

     11.   Law Applicable to Construction.  The interpretation, performance
and enforcement of the Award and this Award Agreement shall be governed by
the laws of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Award Agreement to
be executed on its behalf by a duly authorized officer and the Participant
has hereunto set his or her hand as of the Award Date.

CORPORATION:	                            PARTICIPANT:
SYNCOR INTERNATIONAL CORPORATION,
a Delaware corporation


By:  _____________________________	          _______________________________
     Robert G. Funari
     President and Chief Executive
     Officer


Date:  ________________________	          Date:  ________________________




                               CONSENT OF SPOUSE

     I join with my spouse, the Participant herein named, in executing the
foregoing Non-Employee Director Stock Option Award Agreement and agree to be
bound by all of the terms and provisions thereof and of the Plan.


                                            _________________________________
                                            Signature of Participant's Spouse


                                Exhibit 10.37

                              SPLIT DOLLAR AGREEMENT
                    BETWEEN SYNCOR INTERNATIONAL CORPORATION AND
                    THE MONTY AND WENDY FU 1998 IRREVOCABLE TRUST


This Agreement, entered into this 8th day of January, 1999, by and between
Syncor International Corporation, (the "Corporation") organized and existing
under the laws of Delaware, and the Monty and Wendy Fu 1998 Irrevocable Trust
(the "Third Party Owner").

Witnesseth:

WHEREAS, Monty Fu (the "Employee") has rendered competent and faithful
services on behalf of the Corporation and the Corporation highly values the
services, abilities and accomplishments of the Employee; and

WHEREAS, the Corporation desires to encourage the Employee to continue to
render faithful and high quality services to the Corporation; and

WHEREAS, the Corporation is desirous of providing protection for the
beneficiaries of the Employee in the event of his untimely death; and

WHEREAS, the adoption of this Agreement is contingent upon the adoption by
the Employee and Wendy Fu (the "Spouse") of the agreement regarding all
current and future interests in the Syncor International Corporation Deferred
Compensation Plan (the "Plan"); and

WHEREAS, The Third Party Owner has applied for, and is the owner of Life
Insurance Policy Number 02002979-9 (the "Policy") in the specified face
amount of $16,300,000 from the John Hancock Variable Life Insurance Company;
and

WHEREAS, the Third Party Owner has assigned the Policy to the Corporation as
collateral for amounts to be advanced by the Corporation under this Agreement
by an instrument of assignment (the "Collateral Assignment") executed on
January 8, 1999, and

WHEREAS, it is understood and agreed that this Agreement is to be considered
effective as of the date on which the Policy was issued by the Insurance
Company or the date of execution of this Agreement whichever is later.

NOW THEREFORE, for value received and in consideration of the mutual
covenants and agreements contained herein, the sufficiency and receipt of
which is hereby acknowledged, the Corporation, for itself, its successors and
assigns, and the Third Party Owner for itself, its executors, administrators
and assigns, agree as follows:


                                    Article I
                          Ownership Rights In the Policy

A. The Third Party Owner shall have all of the ownership rights, options
and privileges permitted by the Policy except those expressly granted to the
Corporation by the terms of this Agreement.

B.     The Corporation's interest in the Policy shall be limited to the total
of the net premiums paid by the Corporation as described in Schedule A
attached hereto and incorporated herein by reference.

C.     The Corporation may not take any action with respect to the Policy
that will impair any right or interest of the Third Party Owner in the
Policy.

                                    Article II
                              Premium Payment Options

A.     The Third Party Owner shall pay that portion of the premium which is
sufficient to offset all taxable income which, but for this paragraph, would
be deemed to be received by the Employee under Revenue Rulings 64-328, 1964-2
C.B. 11 and 66-110, 1966-1 C.B. 12, by reason of the insurance protection
afforded to the Employee.

B.     The balance of the premium set forth in Schedule A, if any, shall be
paid by the Corporation no later than the due date of the policy each year.

C.     The Corporation and the Third Party Owner shall each pay their
respective portion of the total amount of the premium payable on the policy.
The Corporation shall pay its portion of the premium directly to the
Insurance Company.  Notwithstanding the foregoing, the Corporation may pay
the entire premium, but the Third Party Owner shall reimburse the Corporation
within one year for its said premium obligation.

D.     The Corporation shall pay an annual bonus to the Employee equal to the
premiums paid by the Third Party Owner during that year under this Agreement
as well as an additional amount sufficient to cover any income tax liability
incurred by the Employee by virtue of the bonus.

                                    Article III
                      Division of Death Proceeds of Policy

In the event that the Employee and the Spouse shall die while this Agreement
is in force, the Corporation shall be entitled to receive from the Policy
proceeds an amount equal to the Corporation's interest in the Policy, as
determined under Article I.B. of this Agreement.  The portion of the Policy
proceeds which is in excess of the amount paid to the Corporation shall be
paid to the beneficiary named by the Third Party Owner in accordance with the
terms of the Policy as reflected in the records of the insurance company.

                                    Article IV
                             Termination of Agreement

A.     Unless otherwise altered by written agreement between the parties,
this Agreement will automatically terminate upon repayment by the Third Party
Owner to the Corporation of the amounts described in paragraph B of this
Article.

B.     Prior to such termination, the Third Party Owner shall pay the
Corporation an amount equal to the Corporation's interest in the Policy under
Article I.B. Such payment will be due without additional interest or
penalties as long as it is paid within sixty days after the end of the
sixteenth year period described in Schedule A of this document.  Should the
Third Party Owner be unable, due to the amounts available in the Policy, to
pay the entire balance due at that time, it may, at its option, extend the
payment period.  The Third Party Owner may do so by providing a note payable
to the Corporation for a period of up to ten years with interest accruing at
rate of six percent per annum.  Upon receipt of the premiums paid by the
Corporation under Article I.B plus interest, if applicable, the Corporation
shall release its claim to its interest in the policy.

C.     If the Third Party Owner fails to pay the Corporation within the
required time frame, the Third Party Owner shall be deemed to have
relinquished all rights in the Policy and the Corporation will be free to
surrender or take any other action with respect to the Policy as it may
desire. As such, the Agreement will terminate and the Third Party Owner
agrees, upon request of the Corporation, to execute any and all instruments
that may be required to transfer all right, title, and interest in the Policy
to the Corporation.

D.     Upon the division of death proceeds of the Policy pursuant to Article
III above, this Agreement shall terminate.

E.     Upon a bankruptcy, insolvency, or sale of more than fifty percent of
the assets of the Corporation which precludes the Corporation from making any
or all of the premiums required by it under Schedule A, the Third Party Owner
will no longer be obligated to re-pay the Corporation its interest under
Article I.B. and the Agreement shall terminate.  The Corporation agrees, upon
request of the Third Party Owner, to execute any and all instruments that may
be required to transfer all right, title and interest in the Policy to the
Third Party Owner.

F. Upon the Change of Control of the Corporation, as defined below, as
described in Schedule A, the Third Party may elect, in its sole discretion,
any of the following options:

       1.  To require the immediate payment of any and all unpaid premiums
           described in Schedule A and continue the Agreement.
       2.  During years one through seven of the policy , to terminate the
           Agreement.  As such, the Third Party Owner will no longer be
           obligated to re-pay the Corporation its interest under Article
           I.B. and the Agreement shall terminate.  The Corporation agrees,
           upon request of the Third Party Owner, to execute any and all
           instruments that may be required to transfer all right, title and
           interest in the Policy to the Third Party Owner.
       3.  To continue the Agreement.

For purposes of this Agreement, a Change in Control shall be defined as the
circumstance where (i) any person or company becomes the beneficial owner,
directly or indirectly, of more than fifty percent of the shares of the
Corporation, or of any entity resulting from a merger or consolidation
involving the Corporation representing more than fifty percent of the
combined voting power of the then outstanding shares of the Corporation or
such entity; or (ii) the Corporation ceases to exist due to a merger,
acquisition or consolidation of the Corporation with another entity or
person.

                                    Article V
              Conflict Between Collateral Assignment and Agreement

In the event that there shall be any conflict between this Agreement and the
Collateral Assignment, the Collateral Assignment shall take precedence over
this Agreement.

                                    Article VI
                                     Amendment

This Agreement may be amended at any time and from time to time, by a written
instrument signed by the Corporation and the Third Party Owner.

                                    Article VII
                          Agreement Binding Upon Parties

This Agreement shall bind both the Corporation, the Employee and the Third
Party Owner, as well as their heirs, successors, personal representatives and
assigns.

                                    Article VIII
                          Insurer Not a Party to Agreement

The Insurance Company shall not be deemed a party to this Agreement.  Payment
or other performance of its contractual obligations in accordance with the
Policy provisions shall fully discharge the Insurance Company from any and
all liability.

                                    Article IX
                      Named Fiduciary and Plan Administrator

The Corporation is hereby designated the Named Fiduciary.  As Named
Fiduciary, the Corporation shall be responsible for the management
and administration of this Split Dollar Agreement. The Corporation's Board of
Directors may delegate to others the management and operating
responsibilities of the plan including the employment of advisors and may
exercise any other powers necessary for the discharge of its duties to the
extent not in conflict with the provisions of the Employee Retirement Income
Security Act of 1974.

                                    Article X
                                 Claims Procedure

A claim form or a request for claim information with respect to benefits
under the Plan may be obtained upon written request to the Plan
Administrator.

In the event that the claim is in whole or in part denied, the Plan
Administrator shall provide notification of such denial to the claimant
within ninety days.  The notification shall contain the specific reasons for
the denial as well as specific reference to the pertinent Plan provision upon
which the denial is based.  The claimant shall also be informed of the Plan's
claim review procedure and shall be provided with description of the method
by which the claim may be perfected.

A claimant seeking claims review may, within sixty days following receipt by
the claimant of a written claims denial, request a claim's review by written
application to the Named Fiduciary.  In connection with the claim's review
the claimant shall be afforded an opportunity to review claims documents and
submit comments in writing.  A final decision shall be rendered by the Named
Fiduciary within sixty days after receipt of request for review.  The
decision on review shall be in writing and shall include, in the event the
claims for benefits are wholly or partially denied:

     (1)     The specific reasons for the denial;
     (2)     Specific reference to pertinent Plan provisions upon which the
             denial or dispute is based;
     (3)     A description of any additional information necessary for the
             claimant to perfect the claim and an explanation of why such
             material or information is necessary; and
     (4)     An explanation of the Plan's review procedures.


                                    Article XI
                                  Governing Law

This Agreement sets forth the entire agreement between the parties hereto,
and any and all prior agreements are hereby superseded.  The law of the State
of California shall govern this Agreement.

IN WITNESS WHEREOF, the Parties hereto have set their hands on the day and
year first hereinabove written.



Monty and Wendy Fu 1998 Irrevocable Trust

/s/Druce Fu
   Druce Fu, as Trustee for the Monty
   and Wendy Fu 1998 Irrevocable Trust



Syncor International Corporation



By:    /s/John S. Baumann
   Name:  John S. Baumann
   Title: Vice President and General Counsel

<TABLE>
                                       Schedule A
                                    Payment Schedule
<CAPTION>
<S>               <C>                                <C>
Policy Years      Annual Premium to be Paid in       Repayment to Corporation
                  Accordance with Article II of      in Accordance with and
                  this Agreement                     Subject to Article IV.B

1-7               $411,996                            0

8-16              0                                   0

End of Year 16    0                                   $2,866,459
</TABLE>


                                Exhibit 10.38





                                   2000
                            Corporate Management
                              Incentive Plan



PURPOSE             The 2000 Corporate Management Incentive Plan is designed
                    to support the achievement of Syncor's business profit
                    objectives.  This is accomplished by providing incentive
                    opportunity to Syncor's Corporate Program Managers and
                    above who have direct influence on the accomplishment of
                    Syncor's business objectives.  The plan also ensures
                    consistency with overall Company performance and
                    shareholder interests through an Earnings per Share (EPS)
                    measure.

OVERVIEW            The 2000 Corporate Management Incentive Plan consists of
                    two key features:
                      1. Specific goals, or triggers, that must be met to
                         activate a payout under the plan
                      2. Targeted incentive opportunity for plan participants
                      3. Financial and Individual performance components used
                         to calculate the final incentive payout

                    Each of these features is outlined in the following
                    sections.

PLAN TRIGGERS       A "trigger" is a goal that must be met to activate a
                    payout under the plan.  The 2000 plan "trigger" is
                    Earnings per Share (EPS).  To activate a payout through
                    this plan, Syncor must achieve EPS of $1.95 at year-end
                    for fiscal year 2000.  Upon achievement of this goal, the
                    incentive is calculated as defined under Incentive
                    Components.

TARGET INCENTIVE    Each plan participant is designated either as a target
                    incentive opportunity expressed as a percentage of base
                    salary or a flat dollar amount.

                    The target incentive opportunity for ________ is
                    ____________.

INCENTIVE           The plan is comprised of financial and MBO components
COMPONENTS          used in the incentive calculation.  Each component is
                    weighted to identify the value of the component within
                    the overall incentive calculation.  The chart below
                    outlines the components, their weightings, and the basis
                    of payment that will be used to calculate your incentive.

<TABLE>
<CAPTION>
<S>                 <C>            <C>            <C>
                    Component      Weighting      Basis of Payment for the
                                                  Component

                    Financial      ________       Achievement of budget
                                                  attainment results for the
                                                  applicable department cost
                                                  center(s).  Budget
                                                  attainment must be met at
                                                  100% or less for payment of
                                                  the financial portion of
                                                  the incentive.

                    MBO            ________       Achievement of individual
                                                  performance objectives.
</TABLE>

MBOs                MBOs are individual performance objectives established in
                    conjunction with the plan participant's supervisor.  They
                    are assessed are year-end by the supervisor to determine
                    the percentage of achievement.

                    It is your responsibility in conjunction with your
                    supervisor to track your performance throughout the year.
                    To simplify the tracking process, a MBO worksheet is
                    available from Human Resources or on the Syntranet.  You
                    and your immediate supervisor's signature are required on
                    the form. After the end of the Plan Year, complete the
                    MBO Worksheet and give it to your manager for their
                    approval. Your final annual results must be turned in to
                    Corporate Compensation for processing no later than
                    January 19, 2001.

INCENTIVE           The incentive calculation is based upon achievement of
CALCULATION         both financial and MBO incentive components after the EPS
                    "trigger" has been met.  The financial and MBO component
                    weightings are each multiplied by the target incentive
                    opportunity and your achievement results to determine the
                    total incentive payment.  Please refer to the sample
                    calculation for further explanation of incentive
                    calculation.


SAMPLE CALCULATION


	Assumptions
      Syncor International achieves $1.95 EPS

      The financial component is weighted at 40% and has been met at 100%.

      The MBO component is weighted at 60% and has been met at 96%.

	          $65,000	Salary
	          x   15%	Target
                ______________
                 $9,750	Incentive Opportunity

<TABLE>
<CAPTION>
<S>   <C>            <C>           <C>            <C>
      Component      Weighting     Achievement    Payment Calculation
      Financial      40%           100%           $9,750 x .40 x 1.0 = $3,900
      MBO            60%           96%            $9,750 x .60 x .96 = $5,616
                                                               TOTAL = $9,516
</TABLE>


                                   DEFINITIONS

BUDGET ATTAINMENT        Budget attainment is one possible component of the
                         Corporate Management incentive calculation.  Budget
                         attainment assesses how well a business partner
                         manages his/her expenses.  At the end of 2000, if
                         results are equal to or less than budget, then
                         budget attainment is considered to have been
                         achieved.

EARNINGS PER SHARE       The net income of the Company divided by the number
(EPS)                    of shares of common stock outstanding as shown on
                         the Company's Annual Report to shareholders.

MANAGEMENT BY            Also referred to as MBOs, it is a goal-oriented
OBJECTIVES               method used to evaluate the performance of
                         management against established objectives.  MBOs
                         include three stops: 1) establishing goals; 2)
                         setting performance standards for each goal; and 3)
                         comparing actual goal attainment against the
                         established goals.

PLAN YEAR                The period of time in which this plan is in effect
                         beginning January 1 and ending December 31, 2000.

TARGET INCENTIVE         Expressed as a percentage of base salary or as a
OPPORTUNITY              flat dollar rate, specific for each plan participant
                         based on role and responsibility.

BASE SALARY              The salary used in the final incentive calculation
                         is based upon the salary effective January 1, 2000.
                         If a plan participant's salary is adjusted during
                         the Plan Year, the base salary used is the average
                         2000 salary.

TRIGGER                  A company financial goal that must be met to
                         activate a payout under this plan.


                    ELIGIBLITY AND OTHER RULES GOVERNING THE PLAN

1. Eligible plan participants must be actively employed at Syncor on the last
   calendar day of the year to receive an annual payout.  Plan participants
   that leave Syncor after the end of the plan year are still eligible to
   receive a payout unless terminated for cause.

2. Eligible plan participants must have a current performance appraisal
   rating of Successful* or above and not be in the progressive discipline
   process at the time of payout.  If a plan participant has a current
   performance rating of less than Successful or is in the progressive
   discipline process, he/she must develop a performance improvement plan
   agreed upon with the employee's supervisor.  When improvement plans have
   been carried out (no later than 60 days after the original incentive
   payment date), the plan participant's supervisor must reevaluate the plan
   participant's performance.  If the plan participant is rated Successful or
   above at that time, he/she is eligible to participate in the Incentive
   Plan.  An incentive payment may or may not be prorated for the year, based
   on performance issues, at the discretion of the supervisor with approval
   of Human Resources.

3. Incentive payments for part-time employees are based on the salary earned
   for hours less than 40 in a week.

4. Plan participants must begin employment with Syncor International
   Corporation before October 1, 2000 to participate in this Incentive Plan.
   Eligible plan participants whose first date of employment is between
   January 1, 2000 and October 1, 2000 will participate on a prorated basis
   based on their date of hire.

5. Plan participants that transfer or are promoted into incentive eligible
   positions by December 1st of the plan year will be eligible to participate
   in the plan on a prorated basis based on the effective date of the
   transfer or promotion.  Plan participants that transfer or are promoted
   after December 1st will continue to participate in any previous plan
   he/she was eligible for through December 31st.

6. Eligible plan participants who change positions or locations during the
   year will participate in the Incentive Plan prorated to the positions or
   locations held.  In the event that a plan participant assumes a new
   position and for a time fulfills the duties of the previous position until
   it is filled, the incentive payment will be calculated based on the new
   position.  In the event the new position is not incentivized, the
   incentive will be calculated based on the previous position according the
   rules of the Plan.  The prorating rule as described above in rule 5 will
   apply based on the change in status date.

7. Payment of an incentive to eligible plan participants who take a leave of
   absence for any reason during the year will be prorated based on the
   effective date of the leave the return.
[FN]
<F1>* Based on 2000 performance appraisal ratings
</FN>
8. In the circumstance of a windfall (e.g. a result that was realized outside
   the normal influencing role or function within the department or
   division), management has the right to exclude the windfall from the
   normal incentive calculation.

9. The payout for this plan is a one-time annual payment made before March
   15th of the following year.


THE INCENTIVE PLAN, AS DESCRIBED, SHALL BE THE MECHANISM AND THE WAY TO
IMPLEMENT THE INTENTION OF MANAGEMENT.  THIS INCENTIVE PLAN SHALL NOT
OBLIGATE THE COMPANY OR MANAGEMENT TO GRANT THE BENEFITS CONTEMPLATED
HEREUNDER.  CURRENTLY, IT IS MANAGEMENT'S INTENTION AND BEST JUDGMENT THAT
THE PLAN SHOULD BE CARRIED OUT AS DESCRIBED.  HOWEVER, MANAGEMENT RESERVES
THE RIGHT TO CHANGE THE PLAN AT ANY TIME, RETROACTIVE TO THE BEGINNING OF THE
PLAN YEAR.  NO BENEFITS ARE VESTED OR COUPLED WITH INTEREST BEFORE PAYMENT IS
COMMENCED.
<TABLE>
     2000 CORPORATE MANAGEMENT INCENTIVE PLAN FOR EXECUTIVE OFFICERS
<CAPTION>
<S>                     <C>                                       <C>   <C>
Name                    Position                                  MBO%  Fin%
Monty Fu                Chairman of the Board                     20%   80%
Robert G. Funari        President and CEO                         20%   80%
Haig S. Bagerdjian      Exec VP and Secretary/CEO of Syncor       20%   80%
                          Overseas
David L. Ward           Exec VP/President and CEO of CMI          20%   80%
Michael E. Mikity       Sr VP, Treasurer and CFO                  30%   70%
John (Jack) S. Baumann  Sr VP and General Counsel                 30%   70%
Michael L. Lach         Sr VP and CIO                             30%   70%
Jack L. Coffey          VP - Q&R                                  30%   70%
Sheila H. Coop          VP - HR                                   30%   70%
</TABLE>