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EXHIBIT 2.02

AMENDMENT NO. 1

TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of August 18,
2003 (this Amendment) by and among Quintiles Transnational Corp., a North
Carolina corporation (the Company), Pharma Services Holding, Inc., a Delaware
corporation (Parent) and Pharma Services Acquisition Corp., a North Carolina
corporation and wholly owned subsidiary of Parent (Merger Sub). Capitalized
terms used herein but not defined shall have the meaning ascribed to such terms
in the Merger Agreement (as defined below).

WITNESSETH:

WHEREAS, the Company, Parent and Merger Sub have entered into that certain
Agreement and Plan of Merger, dated as of April 10, 2003 (the Merger
Agreement);

WHEREAS, Section 9.11 of the Merger Agreement provides that the Merger
Agreement may be amended by the parties thereto by action taken by each of
Parent, Merger Sub and the Company (with the consent of the Special Committee)
at any time before the Effective Time by an instrument in writing signed by the
parties to the Merger Agreement;

WHEREAS, the Effective Time has not occurred and the Company, Parent and
Merger Sub wish to amend the Merger Agreement as set forth below;

WHEREAS, the Special Committee has approved and adopted this Amendment and
the transactions contemplated thereby and has consented to the Company entering
in to this Amendment;

WHEREAS, the boards of directors of the Company, Parent and Merger Sub
have approved and adopted this Amendment and the transactions contemplated
thereby;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
Company, Parent and Merger Sub hereby agree as follows:

ARTICLE I.

AMENDMENTS

SECTION 1.1. Amendments. Section 2.7 of the Merger Agreement is amended by
deleting the provisions thereof in their entirety and by substituting the
following in lieu thereof:



| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SECTION 2.7. Conversion of Securities. At the Effective Time, by
virtue of the Merger and without any action on the part of the Company,
Parent, Merger Sub or the holder of any of the following securities:





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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Except as provided in clauses (b) and (c) below, each share of
Company Common Stock issued and outstanding immediately before the
Effective Time and any Rights associated therewith (such shares of
Company Common Stock and associated Rights are hereinafter referred to,
together, as the Shares) (other than Shares held by Dissenting
Shareholders (as defined in Section 2.10), if any) shall be converted
into the right to receive $14.50 (the Per Share Amount) in cash payable
to the holder thereof, without interest, upon surrender of the
certificate representing such Share or an affidavit with respect thereto,
in each case in accordance with Section 2.8. As of the Effective Time,
all Shares so converted shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each
holder of a certificate or certificates representing any such Shares
shall cease to have any rights with respect thereto, except to receive
the aggregate Per Share Amount applicable thereto, in accordance with
Section 2.8.



| |                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Each share of Company Common Stock that is owned by any
Subsidiary of the Company immediately before the Effective Time shall
automatically be canceled and extinguished and shall cease to exist, and
no cash, Company Common Stock or other consideration shall be delivered
or deliverable in exchange therefor.



| |                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) All shares of Company Common Stock owned or held by Parent or
Merger Sub immediately before the Effective Time (including, without
limitation, any Shares acquired pursuant to the Rollover Agreements)
shall be converted into an aggregate of 1,000,000 fully paid and
nonassessable shares of common stock, $0.01 par value per share, of the
Surviving Corporation.



| |                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) Each share of common stock, $0.01 par value per share, of Merger
Sub issued and outstanding immediately before the Effective Time shall
automatically be canceled and extinguished and shall be converted into
and become 1,240,000 fully paid and nonassessable shares of common stock,
$0.01 par value per share, of the Surviving Corporation.

ARTICLE II.

GENERAL PROVISIONS

SECTION 2.1. Headings. The headings contained in this Amendment are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Amendment.

SECTION 2.2. Counterparts. This Amendment may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which shall constitute one and the same agreement.

SECTION 2.3. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the Laws of the State of North Carolina
applicable to contracts executed in and to be performed entirely within that
State without regard to principles of conflicts of Laws therein.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.

| |  |                                   |  |                                  
| |  | --------------------------------- |  | ---------------------------------
| |  | QUINTILES TRANSNATIONAL CORP.    
| |  |                                   |  |                                  
| |  | By:                               |  | /s/ John S. Russell              
| |  |                                   |  |                                  
| |  |                                   |  | Name: John S. Russell            
| |  |                                   |  | Title:   Executive Vice President
| |  |                                   |  |                                  
| |  | PHARMA SERVICES HOLDING, INC.    
| |  |                                   |  |                                  
| |  | By:                               |  | /s/ Dennis B. Gillings           
| |  |                                   |  |                                  
| |  |                                   |  | Name: Dennis B. Gillings, Ph.D.  
| |  |                                   |  | Title:   Chairman                
| |  |                                   |  |                                  
| |  | PHARMA SERVICES ACQUISITION CORP.
| |  |                                   |  |                                  
| |  | By:                               |  | /s/ Dennis B. Gillings           
| |  |                                   |  |                                  
| |  |                                   |  | Name: Dennis B. Gillings, Ph.D.  
| |  |                                   |  | Title:   President               

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