May 14, 2001

            NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DEAR STOCKHOLDER:

We cordially invite you to attend the Annual Meeting of
Stockholders of Syncor International Corporation on Tuesday, June
19, 2001, beginning at 1:00 p.m. local time.  We will hold the
meeting at the Warner Center Hilton Hotel, 6360 Canoga Avenue,
Woodland Hills, California 91367.

We enclose the Proxy Statement and the Annual Report for the year
ended December 31, 2000.  This Notice of the Annual Meeting and
the Proxy Statement on the following pages cover the formal
business of the meeting, including the consideration of the
following proposals:

	(1)	To elect three Directors;

	(2)	To ratify the selection of KPMG LLP as our independent
		auditors for the 2001 fiscal year;

	(3)	To approve an amendment to the 2000 Master Stock Incentive
		Plan relating to the formula plan for the grant of options
		to non-employee Directors; and

	(4)	To act upon such other matters as may properly come before
		the meeting and any adjournment or postponement.

We urge you to review carefully the discussion of the proposals in
the Proxy Statement before you vote your proxy.

To ensure that your shares are represented, even if you plan to
attend the meeting in person, we ask that you complete, date, sign
and return the enclosed proxy card in the accompanying envelope
today.  You may revoke your proxy at any time prior to the time it
is voted.

We look forward to welcoming you at the Annual Meeting.

Sincerely,


MONTY FU					ROBERT G. FUNARI
CHAIRMAN OF THE BOARD			PRESIDENT AND CHIEF EXECUTIVE OFFICER


                     SYNCOR INTERNATIONAL CORPORATION

                           6464 CANOGA AVENUE
                 WOODLAND HILLS, CALIFORNIA  91367-2407

                  ____________________________________

                           PROXY STATEMENT
                  FOR ANNUAL MEETING ON JUNE 19, 2001


                   PERSONS MAKING THE SOLICITATION


We solicit this proxy on behalf of our Board of Directors for our
annual stockholders' meeting to be held June 19, 2001 at the
Warner Center Hilton Hotel, 6360 Canoga Avenue, Woodland Hills,
California 91367-2407, beginning at 1:00 p.m. local time.  We
began the mailing of our proxy statement and form of proxy/voting
instruction card on May 14, 2001.  We will bear all expenses
incurred in connection with the solicitation.  In addition to
solicitation by mail, our Directors, executive officers and other
employees may also solicit proxies in person or by telephone or
otherwise.  They will not be specifically compensated for such
services.

    GENERAL INFORMATION ABOUT VOTING BY PROXY OR IN PERSON

You may cast your votes by proxy or in person.  For purposes of
determining the presence of a quorum, we will treat shares
represented by proxies that reflect abstentions as shares that are
present and entitled to vote.  Abstentions, however, do not
constitute a vote "for" or "against" any matter. We will also
treat "broker non-votes" (i.e., shares held by brokers or nominees
as to which instructions have not been received from the
beneficial owners or other persons entitled to vote and that the
broker or nominee does not have discretionary power to vote on a
particular matter) as shares that are present and entitled to
vote.  However, for purposes of determining the outcome of any
matter as to which the broker does not have discretionary
authority to vote, those shares will be treated as not present and
not entitled to vote (even though the same shares are present for
quorum purposes and may be entitled to vote on other matters).

Your may revoke your proxy at any time before the stockholders'
meeting by filing an executed written revocation or an executed
proxy bearing a later date with the Secretary of Syncor, at our
principal executive office at 6464 Canoga Avenue, Woodland Hills,
California 91367-2407.  The execution of the enclosed proxy will
not affect your right to vote in person should you find it
convenient to attend the Annual Meeting.

                         VOTING SECURITIES

The number of shares of our common stock outstanding and entitled
to vote at the Annual Meeting is 24,531,750 shares.  Each share is
entitled to one vote, and the stockholders are not entitled to
cumulate their votes in the election of Directors.  Only
stockholders of record at the close of business on April 23, 2001,
are entitled to notice and to vote at the stockholders' meeting.
Shares represented by all valid proxies will be voted according to
the instructions contained in the proxies.  IN THE ABSENCE OF
INSTRUCTIONS, SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
WITH RESPECT  TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING, THE PROXY HOLDERS WILL VOTE THE PROXY IN ACCORDANCE WITH
THEIR BEST JUDGMENT.

The presence, either in person or by proxy, of the persons owning
a majority of our shares entitled to vote is necessary for a
quorum for the transaction of business.  A plurality of the votes
cast will elect the Directors.  Approval of each other proposal to
be brought before the stockholders' meeting will require the
affirmative vote of at least the majority in voting interests of
the stockholders present, in person or by proxy, at the
stockholders' meeting and entitled to vote thereon.


       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information concerning
persons known to us to own beneficially more than five percent of
our outstanding common stock (our only class of voting
securities).  The information is based on Section 13(g) filings
made with the Securities and Exchange Commission on or before
March 31, 2001.  All ownership is direct except as otherwise
noted.

<TABLE>
<CAPTION>
<S>                                                       <C>                     <C>

Name and Address                                          Amount and Nature of    Percent of
Of Beneficial Owner                                       Beneficial Ownership    Class (1)

NORTH STAR ESOP & FIDUCIARY SERVICES, LLC (2)                   3,089,025           12.6 %
500 West Madison Street, Suite 3800
Chicago, IL  60661

WELLINGTON MANAGEMENT COMPANY (3)                               2,542,118           10.4 %
75 State Street, Boston, MA 02109

MONTY FU (4)                                                    2,051,187            8.2 %
6464 Canoga Avenue, Woodland Hills, CA 91367-2407

VANGUARD SPECIALIZED FUNDS - VANGUARD HEALTH CARE FUND          1,629,618            6.7 %
Post Office Box 2600, Valley Forge, PA 19482-2600

AIM MANAGEMENT GROUP INC.                                       1,475,400            6.0 %
11 Greenway Plaza, Suite 200, Houston, Texas  77046

</TABLE>

(1)	Calculated on the basis of 24,461,088 shares (excluding treasury
	shares) outstanding as of March 31, 2001. Percentages are
	calculated including option shares not outstanding which the
	beneficial owner has a right to acquire within 60 days of March
	31, 2001.

(2)	Trustee of our Employees' Savings and Stock Ownership Plan
	("ESSOP").  The trustee will vote the ESSOP shares in accordance
	with the instructions of the beneficial owners. With respect to
	ESSOP shares for which no voting instructions are given by the
	beneficial owners, the Company may direct the trustee on how to
	vote those shares.

(3)	Includes 1,629,618 shares reported by Vanguard Specialized Funds -
	Vanguard Health Care Fund.

(4)	Includes 493,592 option shares that are exercisable on March 31,
	2001 or within 60 days thereafter, 22,187 ESSOP shares as of
	March 31, 2000, and 34,840 shares held as trustee for his
	children.


<TABLE>
<CAPTION>
                SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of March 31, 2001, the
beneficial ownership of our common stock by each of our Directors
and executive officers named in the "Summary Compensation Table."
All ownership is direct unless otherwise noted.


<S>                          <C>                                            <C>
Name of                      Amount and Nature of Beneficial Ownership      Percent of
Beneficial Owner                                                            Class (1)

Dr. Steven B. Gerber                    114,300  (2)                            (*)

George S. Oki                            59,900  (3)                            (*)

Bernard Puckett                             -0-                                 (*)

Arnold E. Spangler                       95,900  (4)                            (*)

Dr. Henry N. Wagner, Jr.                 37,410  (5)                            (*)

Dr. Gail R. Wilensky                     57,426  (6)                            (*)

Ronald A. Williams                       45,015  (7)                            (*)

Robert G. Funari                      1,100,942  (8)                          4.4 %

Monty Fu                              2,051,187  (9)                          8.2 %

Haig S. Bagerdjian                      827,872  (10)                         3.3 %

David L. Ward                           191,672  (11)                           (*)

Rodney E. Boone                          52,220  (12)                           (*)

All Directors and executive officers
as a group (16 individuals)           5,489,779  (13)                        20.3 %
</TABLE>


(1)	Calculated on the basis of 24,461,088 shares (excluding treasury
	shares) of our common stock outstanding as of March 31, 2001.
	Percentages and amounts are calculated including shares not
	outstanding which the individual has a right to acquire pursuant
	to options exercisable on March 31, 2001 or within 60 days
	thereafter. Exceptions are noted for each individual.  The
	executive officers' ESSOP shares are included and separately noted
	for named executive officers in the following notes.  The ESSOP
	number and percentage are as of March 31, 2001 but does not
	include any bonus shares for 2000 or matching shares for the first
	quarter of 2001.

(2)	Includes 39,300 option shares and 75,000 shares held as co-trustee
	for his children.

(3)	Includes 20,900 option shares.

(4)	Includes 20,900 option shares.

(5)	Includes 2,500 option shares.

(6)	Includes 37,300 option shares.

(7)	Includes 16,668 option shares.

(8)	Includes 839,392 option shares and 9,389 shares under the ESSOP.

(9)	Includes 493,592 option shares, 22,187 shares under the ESSOP,
	and 34,840 shares held as trustee for his children.

(10)	Includes 476,708 option shares and 5,927 shares under the ESSOP.

(11)	Includes 135,616 option shares and 106 shares under the ESSOP.

(12)	Includes 32,220 option shares.

(13)	Includes 2,631,880 option shares and 77,467 shares under the
	ESSOP.

(*)	Less than 1%.



             PROPOSAL ONE: ELECTION OF DIRECTORS

           IDENTIFICATION OF DIRECTORS AND NOMINEES

The three nominees below are successors to the class whose term
expires at this Annual Meeting and, if elected, will serve until
the annual stockholders' meeting in 2004 when their respective
successors are duly elected and qualified.  The three nominees
currently serve as Directors for us.

In the event that any of them should be unable to serve, the
proxies named on the enclosed proxy card will vote in their
discretion for such other persons as the Board of Directors may
recommend, unless the Board reduces the number of Directors to
eliminate any vacancies.

The Board of Directors recommends that the stockholders vote FOR
the election of the nominees named.  Unless otherwise instructed,
the proxies will vote for all of the nominees.  The shares
represented in person and by proxy cannot be voted for more than
three nominees.


                   NOMINEES FOR ELECTION

ROBERT G. FUNARI                  Director since January 23, 1995
                                                          Age: 53

Mr. Funari has served as our Chief Executive Officer since July
1996, and as our President since January 1996.  Mr. Funari joined
us in August 1993 as Executive Vice President and Chief Operating
Officer.  Prior to joining us, Mr. Funari was Executive Vice
President and General Manager for McKesson Drug Company.  From
1975 to 1992, Mr. Funari held a number of key management positions
with Baxter International and its subsidiaries, including
Corporate Vice President and President of its Pharmaseal Division.
Mr. Funari has a B.S. in Mechanical Engineering from Cornell
University and an M.B.A. from Harvard Business School.  Mr. Funari
also serves as a director of Pope & Talbot, Inc., a publicly
traded company, and the following non-publicly traded financial
institutions: Peninsula Banking Group, Inc., Bay Cities National
Bank, and Community First Financial Group, Inc.

GEORGE S. OKI                          Director since May 17, 1985
                                                           Age: 50

Mr. Oki has been the Chairman of the Board of Meta Information
Services Inc. since 1993 and its President since 1996.  Mr. Oki
was a Director of our predecessor corporation from July 1982 to
August 1983 and from December 1984 until its merger with us in
January 1986.  Mr. Oki has a B.S. degree in Horticulture from
Colorado State University and an M.B.A. from the University of
Southern California.  He is the brother-in-law of Monty Fu.

BERNARD PUCKETT                     Director since January 2, 2001
                                                           Age: 56

Mr. Puckett has been a private investor since January 1996.  From
January 1994 to January 1996, Mr. Puckett was President and then
President and Chief Executive Officer of Mobile Telecommunication
Technologies Corporation.  From 1967 to 1994, he was at IBM Corp.,
where he held a variety of positions, including Senior Vice
President of Corporate Strategy and Development and Vice President
and General Manager, Applications Software.  Mr. Puckett is also a
director of P-Com, Inc., Openwave System, Inc. and IMS Health.


                        TERMS EXPIRING IN 2002

MONTY FU                              Director since May 17, 1985
                                                          Age: 54

Mr. Fu has served as our Chairman of the Board of Directors since
May 1985.   In 1975, Mr. Fu co-founded Pharmatopes, Inc., a
radiopharmaceutical company out of which our present company
evolved.  Mr. Fu also served as our Chief Executive Officer from
May 1985 until February 1989.  Mr. Fu has a B.S. in Pharmacy with
a specialization in Nuclear Pharmacy.

HENRY N. WAGNER, JR., M.D.           Director since August 3, 1992
                                                           Age: 73

Dr. Wagner has spent more than 30 years at The Johns Hopkins
University, pioneering radioactive diagnostics and treatments.  He
is currently a Professor of Radiological Science and Environmental
Health Sciences, as well as the Director of the Division of
Radiation Health Sciences.  Dr. Wagner and his work have been
nationally and internationally recognized with numerous honors and
awards, including the prestigious American Medical Association's
Scientific Achievement Award.  Dr. Wagner is a member of many
professional societies, including the Institute of Medicine, and
serves on several research committees for such organizations as
the National Institutes of Health, National Research Council and
the Nuclear Regulatory Commission.

RONALD A. WILLIAMS                   Director since December 4, 1998
                                                             Age: 51

Mr. Williams has served as Executive Vice President and Chief of
Health Operations of Aetna Inc. since March 2001.  Prior to
joining Aetna, he was at Blue Cross of California, where he served
as President from May 1996 until March 2001, and in other
managerial positions between 1987 and May 1996.  Mr. Williams
received a Master of Science in Management from the Massachusetts
Institute of Technology (MIT), and a B.A. in Psychology from
Roosevelt University.  While at MIT, he was a Sloan Fellow, as
well as a Bush Leadership Fellow.

                       TERMS EXPIRING IN 2003

STEVEN B. GERBER, M.D.                    Director since May 1, 1990
                                                             Age: 47

Dr. Gerber has been a Managing Director for CIBC World Markets
since 1993, and its head of health care research since 1997.  Dr.
Gerber has an M.B.A. in Finance from the University of California,
Los Angeles, and is a board-certified internist and cardiologist
with subspecialty training in Nuclear Cardiology.  He received his
M.D. from Tufts University and a B.A. in Psychology from Brandeis
University.  He is also a director of Intracel Corp.

ARNOLD E. SPANGLER                        Director since August 9, 1985
                                                                Age: 52

Mr. Spangler has been a Managing Director of Mancuso & Company, a
private merchant banking firm, since 1993. Mr. Spangler was a
Managing Director of PaineWebber Incorporated and a Co-Director of
its mergers and acquisitions department from 1989 to 1991, and a
General Partner in the investment banking firm of Lazard Freres &
Co., where he worked primarily in the areas of mergers and
acquisitions and financial advising, from 1983 to 1989.  Mr.
Spangler has a B.S. in Economics from Iowa State University and an
M.B.A. from Harvard Business School.

DR. GAIL R. WILENSKY                      Director since July 12, 1993
                                                               Age: 57

Dr. Wilensky's professional career spans more than 30 years of
policy analysis, management, and university-level teaching.  She
has been the John M. Olin Senior Fellow at Project HOPE, an
international health foundation, since 1993, and has been chair of
the Medicare Payment Advisory Commission since October 1997.  She
was chair of the Physician Payment Review Commission from 1995 to
1997.  From 1992 to 1993, she served in the White House as Deputy
Assistant to the President for Policy Development.  Before joining
the White House staff, she was the Administrator of the Health
Care Financing Administration  in the Department of Health and
Human Services for two years. As Administrator, she directed the
Medicare and Medicaid programs.  Dr. Wilensky is a nationally
recognized expert on a wide range of health policy and financing
issues and has published extensively on health economics and other
policy issues.  Dr. Wilensky has received numerous honors and
awards and is an elected member of the Institute of Medicine of
the National Academy of Sciences.  She is a director of Advanced
Tissue Sciences, Inc., United Healthcare Corporation, Quest
Diagnostics Incorporated, HCR Manor Care, Inc., Gentiva Health
Services, Inc., and Corsolutions, Inc., and is a Trustee of the
Combined Benefits Fund of the United Mine Workers of America.


              IDENTIFICATION OF EXECUTIVE OFFICERS

The following persons are all of our executive officers.  Our
executive officers serve at the discretion of the Board of
Directors.
<TABLE>
<CAPTION>
<S>                     <C>         <C>                     <C>
                                    DIRECTOR AND/OR
NAME                    AGE         OFFICER SINCE           POSITION(S)

Robert G. Funari        53          August 1993             Director, President and Chief Executive Officer

Monty Fu                54          May 1985                Director and Chairman of the Board

Haig S. Bagerdjian      44          January 1995            Executive Vice President; President and Chief Executive Officer,
                                                            Syncor Overseas Ltd.

Rodney E. Boone         43          June 2000               Executive Vice President; President and Chief Executive Officer,
                                                            Syncor Pharmacy Services

David L. Ward           45          March 1999              Executive Vice President; President and
                                                            Chief Executive Officer, Comprehensive Medical Imaging, Inc.

John S. Baumann         40          October 1998            Senior Vice President, General Counsel and Secretary

Jack L. Coffey          49          April 1989              Senior Vice President, Quality and Regulatory

Sheila H. Coop          60          November 1992           Senior Vice President, Human Resources and Communications

Michael E. Mikity*      53          November 1985           Senior Vice President, Chief Financial Officer and Treasurer
</TABLE>

*Mr. Mikity announced that he will resign from his position
effective May 1, 2001.

            BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS

Mr. Robert Funari's and Mr. Monty Fu's business experiences are
described above.  The following is a description of the business
experiences of the other executive officers.

HAIG S. BAGERDJIAN has served as our Executive Vice President and
as President and Chief Executive Officer of Syncor Overseas Ltd.,
since June 1998.  Mr. Bagerdjian joined us in 1991 as an Associate
General Counsel and Assistant Secretary.  He became Vice
President, Secretary and General Counsel in January 1995, and was
appointed Senior Vice President, Business Development, in October
1996.  He also served as our Chief Legal Officer from June 1998
until June 1999 and continued as our Secretary until January 2001.
Mr. Bagerdjian received a B.A. in International Relations and
Slavic Languages and Literature, and Certificates in Russian
Studies, Strategic Defense and National Security,  from the
University of Southern California in 1983, and a J.D. from Harvard
Law School in 1986.  He is admitted to the State Bar of
California.  Mr. Bagerdjian is currently a director of VDI
Multimedia.

JOHN S. BAUMANN has served as our Senior Vice President and
General Counsel since June 1999 and as our Secretary since January
2001.  He joined us in October 1998 as Corporate Vice President
and General Counsel.  Prior to joining us, he served as Associate
General Counsel for KPMG LLP from March 1995 to October 1998, and
as Vice President and Associate Corporate Counsel for The
Continental Corporation from November 1991 to March 1995.  Mr.
Baumann received his B.A. in Psychology from Columbia College in
1982, and his J.D. from Harvard Law School in 1985.  He is
admitted to the State Bar of New York.

RODNEY E. BOONE has served as our Executive Vice President and as
President and Chief Executive Officer of Syncor Pharmacy Services
since June 2000.  Prior to joining us, Mr. Boone was with
Allegiance Corporation, a subsidiary of Cardinal Health, where he
served as President, West Region, and Corporate Officer from June
1998 to June 2000, Vice President of Business Development from
June 1996 to May 1998, Vice President of Support Services from
August 1994 to May 1996, and in other management positions from
April 1993 to August 1994.  Mr. Boone received his B.S. in
American Studies from Oregon State University in 1980.

JACK L. COFFEY was elevated to Senior Vice President, Quality and
Regulatory, in January 2001.  He was our Corporate Vice President,
Quality and Regulatory, from July 1996 until January 2001, and
before that served as our Vice President in various capacities.
He joined Nuclear Pharmacy, Inc., our predecessor, in 1984 as
Director of Radiation Services. Mr. Coffey received a Bachelor of
Science degree from Cumberland College in 1973 and a Master's
Degree in Radiation Biology in 1978 from the University of
Tennessee. He is also a certified health physicist.

SHEILA H. COOP was elevated to Senior Vice President, Human
Resources and Communications, in January 2001.  She was our
Corporate Vice President, Human Resources, from 1992 until January
2001.  Ms. Coop joined us in July 1991, as Director of Human
Resources.  Prior to joining Syncor, Ms. Coop was a Senior Human
Resources Consultant with Jorgensen and Associates.  From 1988 to
1990, Ms. Coop was Director of Human Resources for Daylight
Transport, Inc., a national transportation company.  Ms. Coop
received a Bachelor of Science degree from the University of
California, Los Angeles, and a Certificate of Professional
Designation in Human Resources Management from the University of
California, Los Angeles, School of Law and Graduate School of
Business in 1983.


MICHAEL E. MIKITY is our Senior Vice President, Treasurer and
Chief Financial Officer. He has been our Chief Financial Officer
and Treasurer since 1985, except for the period between June 1993
until August 1994 when he served as Chief Information Officer.  He
was also Vice President from June 1993 until June 1996, when he
was promoted to Senior Vice President.  Mr. Mikity is a certified
public accountant and received his B.S. in Accounting from the
University of Southern California in 1973.

DAVID L. WARD. has served as our Executive Vice President and as
President and Chief Executive Officer of Comprehensive Medical
Imaging, Inc., since March 1999.  Prior to joining us, Mr. Ward
was with American Rehability Services, Inc., where he served as
President from November 1997 until February 1999, and as Chief
Operating Officer from May 1996 until October 1997.  From 1988 to
1996, Mr. Ward held various managerial positions with NovaCare,
Inc., including Region President.  Mr. Ward received his B.S. in
Journalism/Public Relations from the University of Kansas.

            INFORMATION CONCERNING OPERATION OF THE
             BOARD OF DIRECTORS AND ITS COMMITTEES

In order to facilitate the handling of various functions of the
Board of Directors, the Board has appointed a standing Audit
Committee, Compensation Committee, Nominating and Governance
Committee, Quality Committee and Officer Director Committee.  The
current membership of the committees is as follows, with the
chairman of each committee identified by an asterisk:
<TABLE>
<CAPTION>
<S>               <C>               <C>                     <C>               <C>
AUDIT             COMPENSATION      NOMINATING AND          QUALITY           OFFICER DIRECTOR
COMMITTEE         COMMITTEE         GOVERNANCE COMMITTEE    COMMITTEE         COMMITTEE

Steven Gerber*    George Oki        Monty Fu                Robert Funari     Monty Fu*
Arnold Spangler   Arnold Spangler*  Robert Funari           Steven Gerber     Robert Funari
Gail Wilensky     Ronald Williams   George Oki*             Henry Wagner
                                    Ronald Williams         Gail Wilensky*
</TABLE>

AUDIT COMMITTEE. The functions of this Committee include review of
those matters that primarily relate to a financial audit of us and
our subsidiaries, including (i) the findings of the independent
auditors, (ii) the accounting principles used by us and actual or
impending changes in financial accounting requirements, (iii) the
financial and accounting controls, and (iv) the recommendations by
the independent auditors.  The Report of the Audit Committee is
contained below in this Proxy Statement.  The committee held three
meetings in 2000.

COMPENSATION COMMITTEE. The functions of this Committee include
(i) the review of the performance of the Chief Executive Officer
and other executive officers, (ii) the annual review, examination
and approval, as needed, of salary ranges and salaries for the
executive officers and compensation for non-employee Directors,
(iii) the review of compensation arrangements involving major
acquisitions, salary administration policy, fringe benefit policy
and other compensation matters as requested by the Board of
Directors, and (iv) the administration of the Company's various
stock and other incentive plans. The committee held five meetings
in 2000.

NOMINATING AND GOVERNANCE COMMITTEE.  The functions of this
Committee include (i) setting-up procedures for identifying
nominees for Director positions, (ii) reviewing prospective new
members of the Board of Directors and nominations for successive
terms of current Board members, (iii) making recommendations to
the Board of Directors for nominees for Director positions, (iv)
reviewing the governance structure of the Board, and (v) advising
and making recommendations to the Board on matters concerning
directorship practices.  The committee will consider the possible
nomination as Directors of persons recommended by stockholders.
Any such recommendations should be in writing and should be mailed
or delivered to the us, marked for the attention of the Nominating
and Governance Committee, on or before the date for receipt of
stockholder proposals for the next annual meeting.  The committee
held three meetings in 2000.


QUALITY COMMITTEE.  The functions of this Committee include
establishing strategic priorities for quality, assessment and
evaluation of quality standards and determining who will carry out
the process. The committee also establishes expectations and
reviews plans and procedures to improve our quality standards. The
committee held one meeting in 2000.

OFFICER DIRECTOR COMMITTEE.  The committee reviews current and
past compensation of non-employee Directors and administers
various incentive plans relating to the compensation of our
Directors with stock or stock options.  The committee held one
meeting in 2000.

BOARD OF DIRECTORS.  The Board of Directors held 14 meetings in
2000, 10 of which were telephonic. Each of the Directors attended
more than 75 percent of the total number of meetings of the Board
of Directors and the total number of meetings held by the Board
Committees on which he or she served.


       COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

COMPENSATION OF DIRECTORS. Each non-employee Director receives an
annual retainer of $15,000, plus a fee of $1,000 per day for
regular Board meetings (including one travel day per meeting if
traveling outside of their home states) and $500 per telephonic
meeting. The Chairmen of the Compensation Committee and the Audit
Committee each receive an additional annual fee of $2,500.  Non-
employee Directors are also eligible to participate in our
Executive Deferral Plan, pursuant to which we contribute on behalf
of the non-employee Director an amount equal to 25% of the
deferred compensation.

In addition to their fees, non-employee Directors receive stock
incentives in order to closely align their interests with those of
the stockholders'.  Under the 2000 Master Stock Incentive Plan,
each non-employee Director is eligible to receive a stock option
grant upon appointment or reelection with an average annual Black-
Scholes value (a widely accepted method of determining the fair
market value of options) not to exceed 80% of the annual
compensation opportunity for the Director for each year of his or
her pending term of service. Based on the formula plan, in 2000,
non-employee Directors who were reelected during the 2000
stockholders' meeting (Dr. Gerber, Mr. Spangler and Dr. Wilensky)
received 11,265 option shares, those Directors with two years left
of service in their terms (Dr. Wagner and Mr. Williams) received
7,510 option shares, and the Director with one year left of
service in his term (Mr. Oki) received 3,755 option shares.

The above formula plan was approved by the stockholders in 2000,
but we are presenting to the stockholders a proposal to eliminate
this formula plan and institute a new one under which each
continuing non-employee Director would receive an annual stock
option grant for 5,000 option shares (to vest after one year), and
each newly-appointed or newly-elected non-employee Director would
receive an initial stock option grant for 10,000 option shares
(50% to vest after one year, and 50% to vest after two years). In
addition, the proposal would allow the Directors to make an
election to receive stock options in lieu of all or any portion of
his or her annual retainer. Under the proposal, the Director could
receive $4 worth of options (based on a Black Scholes valuation at
the time of grant) for every $1 in retainer exchanged. The
Director must make the election prior to the beginning of the
fiscal year during which the retainer is earned.  In order to
equalize the options granted to the non-employee Directors under
the original formula plan and the proposed formula plan, the
grants in 2001 and 2002 are proposed to vary from the new formula
plan.  For 2001, Dr. Gerber, Mr. Spangler and Dr. Wilensky will
not receive an option grant, Dr. Wagner and Mr. Williams will each
receive an option grant for 2,490 shares, and Mr. Oki will receive
an option grant for 6,245 shares.  Mr. Puckett, who became
Director in January 2001, will receive an option grant for, 10,000
shares.  In 2002, Dr. Gerber, Mr. Spangler and Dr. Wilensky will
each receive a stock option grant for 3,735 shares, and all other
continuing Directors will each receive stock option grants for
5,000 shares.  Starting in 2003, all continuing Directors will
each receive stock option grants for 5,000 shares. If the
stockholders approve the proposal, it will go into effect on June
19, 2001, except that the ability to exchange retainer fees for
stock options will be effective only for retainer fees earned
after January 1, 2002.  A summary of the amendment is provided
under Proposal Three below.

2000 MASTER STOCK INCENTIVE PLAN (THE "2000 MSIP").  The 2000 MSIP
provides long term incentives for our Directors and employees
through the grant of (a) options and (b) other awards such as
stock appreciation rights, restricted stock awards and performance
share awards.  The 2000 MSIP expires on June 20, 2010, and
thereafter no award may be granted under the plan.  The Board of
Directors had delegated its discretionary and administrative
authority under the 2000 MSIP to the Compensation Committee (the
"Administrator").  Options are granted to executive officers and
other employees under the 2000 MSIP at the discretion of the
Administrator.  The purchase price per option is determined by the
Administrator, but in the case of incentive stock options, it must
be at least fair market value on the date of grant.  Options are
subject to a vesting schedule and period determined by the
Administrator.

EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN ("ESSOP").  Eligible
employees may participate in our ESSOP, as administered pursuant
to Section 401(k) of the Internal Revenue Code (the "Code"), by
contributing up to two percent of their pay through pre-tax
payroll deductions for the purchase of our common stock.  We match
such contributions in Syncor stock on a share-for-share basis. In
addition, participating employees may contribute up to an
additional 14 percent of their pay, subject to a maximum dollar
amount, to an account with several investment fund choices.  We
match these additional contributions in Syncor stock at the rate
of $.50 on the dollar up to the first four percent of the
employee's pay.

EXECUTIVE DEFERRAL PLAN.  All executive officers, Directors and
members of management are eligible to participate in the Executive
Deferral Plan (the "Deferral Plan").  The Deferral Plan allows
each participant to defer up to 25 percent, and in the case of non-
employee Directors, 100 percent, of his or her annual
compensation. The Deferral Plan is designed to defer the payment
of taxes on the deferred income until such time as the deferments
are distributed to the participants.  Under the Deferral Plan, we
make a monthly contribution on behalf of the employee at a rate of
25% on up to 15% (100% for non-employee Directors) of the deferred
compensation.  The Deferral Plan is secured with a "Rabbi Trust"
which is responsible for plan investments.  Currently, assets are
invested in a selection of separate and fixed accounts made
available through flexible variable life insurance policies owned
by the trust and in a selection of funds available through an
independent money management firm.  The Deferral Plan participants
select from up to 23 investment accounts.  The investment
performance of each account selected will determine the returns
credited to the individual participant's deferral account value.

EXECUTIVE LIFE INSURANCE PLAN.  All executive officers receive
life insurance coverage computed on the same basis as all salaried
employees.  In addition, the executive officers each have term
life insurance of $500,000, premiums for which are paid by us.

SPLIT DOLLAR ARRANGEMENT WITH MONTY FU.  In January 1999, we
entered into a split dollar arrangement with Monty Fu and a trust
for the benefit of his children, by which Mr. Fu relinquished all
his then-current and future interests in the Executive Deferral
Plan in exchange for our agreement to pay the premiums on a life
insurance policy insuring Mr. Fu and his wife and owned by the
trust.  The after-tax net present value of the premiums under the
split dollar plan was calculated to be identical to the then-net
present value of what Mr. Fu would have received under the
Deferred Compensation Plan.  Under the split dollar agreement, we
will pay the annual premium of $412,000 for seven years, but we
will be repaid the full amount of the cumulative premiums in the
sixteenth year of the plan, or earlier upon the death of Mr. Fu
and his wife.  The beneficiaries of the trust would be entitled to
any proceeds from the policy in excess of the amount repaid to us.
We also pay the annual cost of Mr. Fu's term life insurance
policy.

BENEFITS AGREEMENT.  We entered into a Benefits Agreement, the
form of which was approved by the Board of Directors in November
1989 and amended by the Board on June 20, 1995, with all of our
Directors and executive officers.  The agreement provides for
accelerated vesting of stock options, deferred incentive earnings
and all other awards under our incentive plans in the event of a
"change in control" as defined in such Benefits Agreement.

CORPORATE EXECUTIVE MANAGEMENT INCENTIVE PLAN.   Annual incentive
compensation is awarded to the officers only if we achieve our
earnings per share ("EPS") objective for the fiscal year. The EPS
objective for 2000 was $.98, which was achieved.  The EPS
objective for 2001 is $1.40.  Assuming that the EPS level is
reached, the amount of the annual incentive compensation will be
calculated based on three components:  the achievement of the EPS
target, the achievement of Syncor's return on assets ("ROA")
target, and the officer's achievement of pre-determined objectives
for the year (the "MBOs").  The maximum annual incentive
compensation could range from 50% to 85% of base salary, as
approved by the Board of Directors.

PERFORMANCE EQUITY PLAN. To better align the interests of
stockholders and management, we implemented the Performance Equity
Plan for officers in 1998.  The Plan provides for the vesting of
awards upon the attainment of certain price targets for our stock.
Originally, the Plan gave each officer an opportunity to receive
stock and cash awards as well as an opportunity to accelerate the
vesting of stock options, upon the achievement of a target, with
the cash, stock and option awards weighted equally.  In June 2000,
the Plan was amended so that awards earned after that date would
consist primarily of the vesting of stock options, with an
opportunity to receive cash or stock only to the extent that the
officer is entitled to an additional overachievement award as
described further below.  Under the amended Plan, an officer is
given a stock option with a Black-Scholes value equal to
approximately one to two times his or her base salary, depending
on the officer's position, for each stock price target set by the
Board.  If a stock price target is met within a specified window,
the allocated stock option shares will vest.  If Syncor stock
outperforms the S&P SmallCap Health Care Index when the target is
met, the officer will be entitled to an additional overachievement
award in the form of cash or stock.  If Syncor stock underperforms
relative to the S&P SmallCap Health Care Index, the number of
option shares that will vest will be proportionately reduced.  If
a stock price target is not met within the specified window
period, then the officer will lose the opportunity to accelerate
the vesting of stock options designated for that target period.
Stock options that do not vest on an accelerated basis vest nine
and one-half years after the date of grant.

In 2000, three stock price targets were achieved:  $21.50, $26.50
and $32.50.  Prior to the attainment of the $26.50 and $32.50
targets, the Board amended the Plan to eliminate the stock and
cash awards, and in replacement thereof, the officers were granted
additional stock options based on a formula approved by the Board.
The next targets are $41 (which must be maintained for 10 out of
20 consecutive trading days by December 31, 2002), $52 (which must
be maintained for 10 consecutive trading days by December 31,
2003), and $65 (which must be maintained for 10 consecutive
trading days by December 31, 2004).

EXECUTIVE VACATIONS AND DISABILITY INSURANCE.  Each executive
officer receives four weeks of vacation annually and is covered by
disability insurance paying up to 70 percent or $15,000 per month,
whichever is less, of the executive officer's cash compensation,
upon total disability, until the age of 65.


              REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute
soliciting material and should not be deemed filed or incorporated
by reference into any of our filings under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent
we specifically incorporate this Report by reference therein.

On June 2, 2000, the Board of Directors approved an updated
charter for the Audit Committee.  The complete text of the new
charter, which reflects standards consistent with the Audit
Committee Policy of the National Association of Stock Dealers, is
attached as Appendix 1 to this Proxy Statement.

The Audit Committee consists of 3 independent members.  In
performing its oversight function, the Committee reviewed and
discussed our audited consolidated financial statements for fiscal
2000 with management and KPMG, LLP, our principal independent
auditors and independent accountants.  The Committee also
discussed with KPMG all matters required by generally accepted
auditing standards, including those described in Statement on
Auditing Standards No. 61 (Communication with Audit Committees)
and, with and without management present, discussed and reviewed
the results of KPMG's examination of the financial statements.

The Audit Committee obtained from KPMG a formal written statement
describing all relationships between the auditors and our company
that might bear on the auditors' independence consistent with
Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees).  The Committee discussed with
the auditors any relationships that may have an impact on their
objectivity and independence and satisfied itself as to the
auditors' independence.

Based on the above-mentioned review and discussions with
management and the independent auditors, the Audit Committee
recommended to the Board of Directors that our audited
consolidated financial statements be included in our Annual Report
on Form 10-K for fiscal 2000, for filing with the Securities and
Exchange Commission.

                                    Audit Committee of
                                    the Board of Directors,
                                    Syncor International Corporation

                                    Steven B. Gerber, Chairman
                                    Arnold E. Spangler
                                    Gail R. Wilensky


             REPORT OF THE COMPENSATION COMMITTEE

The following Report of the Compensation Committee and the
performance graphs included elsewhere in this Proxy Statement do
not constitute soliciting material and should not be deemed filed
or incorporated by reference into any of our other filings under
the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent we specifically incorporate this Report or
the performance graphs by reference therein.

The Compensation Committee reviews management's suggestions on
executive base salary compensation and annual incentive
compensation, evaluates the executive officers' performance, and
makes recommendations to the Board of Directors.

The Committee's Goals

In determining the compensation recommendations for executive
officers to the Board of Directors, the Committee's goals are: (1)
to attract, retain and motivate a highly capable and experienced
executive officer group; (2) to link pay to the officer's
performance, his or her division's or department's performance,
and Syncor's performance; and (3) to align executive compensation
with stockholder interests.  Consistent with these objectives, the
Committee makes a high proportion of executive officer
compensation dependent on long-term performance and on enhancing
stockholder value.  The Committee also encourages stock ownership
as a way for an employee to continually focus on growing
stockholder value.

In determining total compensation for each executive officer,
Syncor also takes into consideration Internal Revenue Service
regulations which limit corporate deductions to $1,000,000 per
executive officer for compensation not qualified under Section
162(m) of the Internal Revenue Code.

Salaries and Annual Incentive Compensation

The Committee annually reviews salary levels of executive officers
using data from publicly traded biopharmaceutical companies and
companies in the S&P SmallCap Healthcare Index, with similar net
sales and number of employees, as well as data from executive
compensation surveys comparing companies of similar size.  The
salary levels for 2000 and 2001 were targeted for the median of
salaries of corresponding positions at the benchmark companies.

The Compensation Committee designed the annual incentive
compensation to be consistent with (a) overall Company performance
measured in Syncor's earnings per share or EPS and return on
assets or ROA, and (b) the officer's performance measured by
successful achievement of specific performance goals.  The EPS
target for 2000 was $.98, which was achieved by the Company. For
2001, the EPS target is $1.40. The individual performance goals
are established each year based on recommendations of the Chief
Executive Officer, as approved by the Compensation Committee and
the Board of Directors. Individual performance, in turn, is
measured by "management by objectives" or "MBOs," a goal-oriented
measure used to evaluate the performance of officers against
established individual and department objectives.  Annual
incentive compensation for Syncor's executive officers can
increase or decrease significantly if individual performance or
Syncor's performance exceeds, or fails to achieve, targeted
performance levels.   Assuming that the EPS level and ROA targets
are achieved, and an officer achieves 100% of his or her MBOs, the
executive officer will receive as his or her annual incentive
compensation an amount equal to 50% to 85% of base salary, as
approved in advance by the Board of Directors.

Long Term Incentives

In 1998, the Board of Directors implemented the Performance Equity
Plan, a performance-based long-term incentive compensation program
designed to link executive rewards more directly to the increase
of stockholder value through stock price growth.   We set various
stock price targets for our stock, and if the targets are
achieved, each officer would be entitled to the vesting of awards
allocated for that target.  We believe that the Plan has been very
effective in creating the right incentives to maximize individual
performance, departmental performance, Syncor's performance and
stockholder value.  In fact, since 1998, six stock price targets
have been achieved, including three targets ($21.50, $26.50 and
$32.50) in 2000.  Originally, the awards consisted of stock, cash
and stock options, with each component weighted equally.  In order
to minimize the current year effect on earnings resulting from
cash and stock payouts when a target is achieved, we amended the
Plan in June 2000 to make the awards consist primarily of the
vesting of stock options.  Officers could still receive cash or
stock, but only for the overachievement portion of the award if
Syncor stock outperforms the S&P SmallCap Healthcare Index.

Before we amended the Plan to eliminate most of the cash and stock
payouts, Syncor was already underway to achieving the fifth and
sixth stock price targets.  Recognizing that the payouts under the
fifth and sixth targets would have had an unanticipated adverse
effect on our earnings, the Committee recommended, and the
officers agreed, to forego the cash and stock payouts that they
would have received upon the achievement of the fifth and sixth
stock price targets, and instead substitute stock options for
those payouts.  In exchange for eliminating the cash and stock
payouts, we also agreed to give the officers the opportunity to
receive an additional cash award after the completion of fiscal
2000, but only so long as the EPS for fiscal 2000, after taking
into account the payment of the bonuses, is at $1.09 or higher.
Our 2000 EPS exceeded $1.09, entitling the officers to the
additional bonus from a bonus pool of $958,000.

In June 2000, we also amended the Plan to add three new targets:
$41, to be achieved by December 31, 2002; $52, to be achieved by
December 31, 2003; and $65, to be achieved by December 31, 2004.
We believe that tying the awards to the achievement of the stock
price targets provides a more quantifiable and objective measure
of the performance of our executive officers.  In addition, since
officers would receive their awards only if the stockholders
obtain a direct financial benefit through the achievement of
higher stock prices, the officers' interests are more closely
aligned with the interests of the stockholders.

In addition to the executive officers, 20 other members of
Syncor's management who have direct responsibilities for
implementing the goals and strategies set forth by the Directors
and executive officers, also participate in the Plan.  As a
result, a significant portion of these employees' compensation in
2000 was also tied to the achievement of the $21.50, $26.50 and
$32.50 stock price targets, and is tied to the future achievement
of the $41, $52 and $65 targets.  This arrangement synchronizes
the long-term incentives for all levels of management.  It also
underscores for each participant both the risks and the rewards
associated with linking compensation to stock price performance.

Universal Performance Equity Participation Plan (the "Universal
Plan")

Almost 2,000 of our employees below the executive officer level
have been awarded stock option grants under the Universal Plan.
In 2000, we extended the Universal Plan to our overseas employees.
This program is a crucial element of our goal to motivate all of
Syncor's employees to sustain and enhance Syncor's long-term
performance.

1998 Senior Management Stock Purchase Plan (the "Stock Purchase
Plan")

Syncor also has a policy to encourage stock ownership by both
Directors and officers to closely align the interests of
management with those of the stockholders.  Consistent with this
policy, in 1998, the Board presented to Syncor's stockholders the
Stock Purchase Plan, which was approved by the stockholders.  All
officers and Directors subscribed to purchase shares under the
plan in 1998.  The officers subsequently purchased additional
shares in 1999.  In addition, 11 other members of Syncor's
management team are participating under the plan.  The Committee
believes that this commitment to employee stock ownership has
played a significant part in driving Syncor's recent success in
creating value for its stockholders.

Compensation of Chairman of the Board and Chief Executive Officer

2000 was an another excellent year for Syncor, with record
earnings in excess of $29.5 million, representing a 48% increase
in EPS.  These financial results came from strong performances
across the board from Syncor's radiopharmacy, medical imaging and
overseas businesses.  The Committee believes that the leadership
of Mr. Funari and Mr. Fu was key to these accomplishments.  Mr.
Fu's and Mr. Funari's compensation and related benefits are based
principally on their rights under their respective employment
agreements with Syncor, each of which is described below in the
section captioned "Employment, Severance, Indemnity and Change of
Control Arrangements."  Their compensation is detailed in the
tables that follow this report.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Arnold E. Spangler,
George S. Oki and Ronald A. Williams, all of whom are non-employee
Directors.  From time to time, members of the Compensation
Committee asked the participation of the executive officers,
including the Chief Executive Officer, in their deliberations for
the purpose of gathering information or recommendations.  Mr. Oki
is the brother-in-law of Mr. Fu, and abstains from any voting
involving compensation for Mr. Fu.  None of the other members of
the Compensation Committee had a relationship requiring disclosure
under any paragraph of Item 404 of Regulation S-K.

                                    Compensation Committee of
                                    the Board of Directors,
                                    Syncor International Corporation

                                    Arnold E. Spangler, Chairman
                                    George S. Oki
                                    Ronald A. Williams


<TABLE>
           SUMMARY COMPENSATION OF EXECUTIVE OFFICERS

The following tables and accompanying notes show the compensation
for the Chief Executive Officer and the four next highest paid
executive officers of Syncor and its subsidiaries during 2000.

<CAPTION>
                                                    SUMMARY COMPENSATION TABLE

                                                                        Long Term Compensation

                                    Annual Compensation                Awards           Payouts


<S>                     <C>     <C>         <C>        <C>          <C>         <C>         <C>         <C>
       (a)              (b)     (c)         (d)        (e)          (f)         (g)         (h)         (i)

                                                      Other                   Securities
                                                      Annual      Restricted  Underlying              All Other
                                                      Compen-     Stock       Options/    LTIP        Compen
Name and                      Salary      Bonus       sation      Award(s)    SARs        Payouts     -sation
Principal Position      Year  (1)($)     (2)($)       (3)($)      ($)         (#)         (4)($)      (5)(6)($)

ROBERT G. FUNARI        2000  400,000     247,000        --         --        373,612       960,203      84,799
President and           1999  400,000     252,200      24,675       --        107,948       981,939   1,301,366
Chief Executive Officer 1998  307,499     258,575        --         --        178,696     1,210,627      71,283

MONTY FU                2000  300,000     176,000        --         --        224,946       635,197      23,454
Chairman of the Board   1999  300,000     171,000      23,970       --         38,028       678,801      13,431
                        1998  275,000     205,100        --         --        132,304       936,630      67,413

HAIG S. BAGERDJIAN      2000  240,000     277,200        --         --        154,252       494,784      49,687
Executive Vice          1999  240,000     237,600      21,150       --         26,076       462,073     477,596
President               1998  213,869     354,476        --         --        284,848       673,518      47,343

DAVID L. WARD           2000  265,000     225,400     168,009       --        141,926       441,733      29,996
Executive Vice          1999  212,000     118,620     161,176       --        149,524       316,876      27,449
President

RODNEY E. BOONE         2000  131,731     300,000        --         --        182,512       104,355       1,562
Executive Vice
President

</TABLE>


(1)	Amounts shown include cash and non-cash compensation earned and
	received by executive officers as well as amounts earned but
	deferred at the election of those executive officers under the
	Executive Deferral Plan and the ESSOP.

(2)	Annual bonuses are paid under the Corporate Executive Management
	Incentive Plan.  Mr. Boone's bonus for 2000 includes a sign-on
	bonus of $100,000.  Mr. Ward's bonus for 1999 includes a sign-on
	bonus of $90,000.

(3)	The compensation in 1999 for Mr. Funari, Mr. Fu and Mr. Bagerdjian
	is for imputed income as a result of purchases of Syncor shares
	under the 1998 Senior Management Stock Purchase Plan at prices
	below fair market value. Mr. Ward's compensation in 2000 includes
	$48,188 representing the mortgage differential he had contracted
	to receive upon his move to California, $8,039 in relocation
	expenses, $25,000 in forgiven debt plus $13,730 in related tax
	gross-up and $2,552 in imputed interest, and $70,500 in the form
	of a stock grant.  Mr. Ward's compensation in 1999 includes
	$99,573 in the form of a stock grant, $59,780 in relocation
	expenses and $1,823 for the gross-up of COBRA payments.

(4)	The long term incentive payouts for 2000 were awarded under the
	Performance Equity Plan (the "PEP") as a result of the achievement
	of three stock price targets under the PEP.  Included in the
	payouts are payments made to the officers as consideration for
	their agreement to forego the cash and stock bonuses they would
	have received under the PEP upon the attainment of the $26.50 and
	$32.50 stock price targets.  The foregoing consideration was paid
	to the officers:  Mr. Funari, $960,203; Mr. Fu, $635,197; Mr
	Bagerdjian, $132,204; Mr. Ward, $119,750; and Mr. Boone, $57,480.
	The following long term incentive payouts for 1999 were awarded
	under the PEP as a result of the achievement of one stock price
	target in 1999 and under the 1997 Management Incentive Plan (the
	"1997 MIP"): Mr. Funari, $811,214 under the PEP and $170,725 under
	the MIP; Mr. Fu, $513,259 under the PEP and $165,542 under the
	1997 MIP; Mr. Bagerdjian, $349,577 under the PEP and $112,496
	under the 1997 MIP; and Mr. Ward, $316,876 under the PEP.   The
	following long term incentive payouts for 1998 were awarded under
	the PEP as a result of the achievement of two stock price targets
	in 1998 and under the 1996 Management Incentive Plan (the "1996
	MIP"):  Mr. Funari, $1,055,440 under the PEP and $155,187 under
	the 1996 MIP; Mr. Fu, $781,443 under the PEP and $155,187 under
	the 1996 MIP; and Mr. Bagerdjian, $561,918 under the PEP and
	$111,600 under the 1996 MIP.

(5)	In last year's proxy statement, we reported income from stock
	option exercises in column (i).  We are not including that
	information in this column this year because the information is
	provided in the table below under the heading "Option Exercises
	and Year-End Values Table."

(6)	Under the ESSOP, named executive officers received Syncor shares
	as matching contributions and bonus contributions with the
	following values based on the respective December 31 closing
	price: Mr. Funari, $11,469 in 2000, $5,476 in 1999, and $12,344
	in 1998; Mr. Fu, $9,490 in 2000, $4,747 in 1999, and $11,881 in
	1998; Mr. Bagerdjian, $6,298 in 2000, $3,291 in 1999 and
	$8,693 in 1998; and Mr. Ward, $3,869 in 2000.  Under the
	Executive Deferral Plan, the following matches were made to
	each officer's contributions: Mr. Funari, $62,830 in 2000, $68,618
	in 1999, and $53,198 in 1998; Mr. Fu, $49,788 in 1998; Mr.
	Bagerdjian, $36,626 in 2000, $36,494 in 1999, and $35,450 in 1998;
	Mr. Ward, $20,759 in 2000 and $27,449 in 1999; and Mr. Boone,
	$1,562 in 2000.  We also reimbursed Mr. Fu $2,872 in 2000 and
	$2,510 in 1999 to cover expenses to pay the annual cost of the
	term life insurance policy described in the paragraph on our Split
	Dollar arrangement with Mr. Fu under the section "Compensation
	of Directors and Executive Officers."  The balance of the amounts
	in column (i) represents premiums paid for term life and disability
	insurance under the Executive Life Insurance Plan.


<TABLE>
<CAPTION>
               OPTION EXERCISES AND YEAR-END VALUES TABLE
          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                    AND FY-END OPTION/SAR VALUES

This table gives information for options exercised by each of the
named executive officers in 2000, and the value (stock price less
exercise price) of "in-the-money" options held by those executive
officers at year-end, based upon the per-share closing price of
Syncor stock of $36.375 on December 31, 2000, as traded in NASDAQ.

<S>                       <C>             <C>                 <C>                             <C>
                                                            Number of                        Value of
                                                       Securities Underlying              Unexercised
                                                           Unexercised                    In-the-Money
                                                           Options/SARs                   Options/SARs
                                                            At FY-End                     at FY-End(1)
                                                              (#)(1)                         ($)(1)
                                                            __________                     __________

                           Shares          Value                                          Exercisable/
                         Acquired on      Realized         Exercisable/                  Unexercisable
Name                     Exercise(#)        ($)           Unexercisable                       (1)

ROBERT G. FUNARI             --              --          831,684 / 179,572           18,526,410 / 1,704,459

MONTY FU                     --              --          493,592 / 104,486           10,698,903 / 888,738

HAIG S. BAGERDJIAN           --              --          464,208 / 165,436           10,789,220 / 3,217,738

DAVID L. WARD              20,000          356,250       158,140 / 113,310            1,728,818 / 1,449,512

RODNEY E. BOONE             --               --           32,220 / 150,292               98,674 / 460,269
</TABLE>


<TABLE>
<CAPTION>
                                OPTION/SAR GRANTS IN LAST FISCAL YEAR


                                                                              Potential Realizable
                                                                              Value at Assumed
                                                                              Annual Rates of Stock
                                                                              Price Appreciation for
                        Individual Grants                                     Option Term
<S>                       <C>         <C>             <C>            <C>               <C>               <C>
     (a)                  (b)         (c)             (d)            (e)               (f)               (g)

                        Number of   % of Total
                        Securities  Options
                        Underlying  Granted to     Exercise or
                        Options     Employees in   Base Price     Expiration
     Name               Granted (1) Fiscal Year     ($/sh)           Date           5% ($)(2)         10% ($)(2)

Robert Funari             30,830       1.13         14.3125         3/28/10           277,503            703,246
                         342,782      12.61         33.3125         6/20/10         7,181,301         18,198,826

Monty Fu                 224,946       8.27         33.3125         6/20/10         4,712,630         11,942,731

Haig Bagerdjian          154,252       5.67         33.3125         6/20/10         3,231,587          8,189,477

David Ward               141,926       5.22         33.3215         6/20/10         2,973,357          7,535,071

Rodney Boone             182,512       6.71         33.3125         6/20/10         3,823,636          9,689,844
</TABLE>

(1)	Mr. Funari's 30,830 option shares expiring on March 28, 2010, vest
	over a four-year period, 25% each year, upon the attainment of EPS
	targets set by our Board for a given year.  If an EPS target is
	not achieved, the stock option shares allocated to vest for that
	target will vest on September 28, 2009.  Mr. Boone's option shares
	includes 100,000 option shares that vest equally over a four-year
	period.  All the other options expiring on June 20, 2010 were
	granted under the Performance Equity Plan (the "PEP").  Those
	grants consisted of two components.  The first component was
	allocated for three new stock price targets ($41 by December 31,
	2002, $52 by December 31, 2003, and $65 by December 31, 2004) set
	by the Board, pursuant to which the following option shares were
	granted: Mr. Funari, 128,742 shares; Mr. Fu, 84,846 shares; Mr.
	Bagerdjian, 57,936 shares; Mr. Ward, 53,310 shares; and Mr. Boone,
	50,292 shares.  If a stock price target is not met, the stock
	options allocated for that stock price target will not vest until
	December 20, 2009. The remaining option shares were granted in
	exchange for the officers' agreement to forego the cash and stock
	compensation they would have received upon the achievement of the
	$26.50 and $32.50 stock price targets.  Those option shares vested
	in 2000 when the stock price targets were achieved.

(2)	Assumes that the market price per share of Syncor Common Stock
	appreciates in value from the date of grant to the end of the
	option term at the rates indicated.



  EMPLOYMENT, SEVERANCE, INDEMNITY AND CHANGE OF CONTROL ARRANGEMENTS

ROBERT FUNARI'S EMPLOYMENT AGREEMENT.  Mr. Funari's current two-
year employment agreement expires on December 31, 2001, but may be
extended thereafter for another two years unless we or Mr. Funari
decides not to extend the agreement.  The agreement entitles Mr.
Funari to a salary of $400,000 per year, and a stock option grant
for 30,830 shares in 2000.  He also receives various fringe
benefits, including participation in our Management Incentive
Plans, the Performance Equity Plan, and any other incentive plan
approved by the Board and applicable generally to our executive
officers.  In the event of a termination without cause, Mr. Funari
would receive the unpaid portion of his salary for the period of
time remaining in his employment agreement, plus prorated
incentive plan payments.  He would also have the right to exercise
all vested stock options, and would be entitled to receive any
award that vests under the Performance Equity Plan within 30 days
after termination of employment.  Upon a change of control as
defined in the employment agreement, the vesting of all stock
option grants and the benefits under all incentive plans shall be
accelerated.  Upon a termination without cause following a change
of control, the employment period is extended to include the two
year period following the termination.  If the change of control
results in the voluntary or involuntary termination of his
employment, Mr. Funari would be entitled to receive all amounts
due under any incentive plan applicable to him through the
expiration of his employment period.

MONTY FU'S EMPLOYMENT AGREEMENT.  Mr. Fu's current two-year
employment agreement expires on December 31, 2001, but may be
extended thereafter for another two year period unless we or Mr.
Fu decides not to extend the agreement.  The agreement entitles
Mr. Fu to a salary of $300,000 per year.  Mr. Fu's agreement also
contains the same provisions found in Mr. Funari's agreement
regarding benefits, change of control, and termination of
employment.


OTHER AGREEMENTS WITH CHANGE OF CONTROL ARRANGEMENTS.  In addition
to the above agreements, each non-employee Director and executive
officer has a Benefits Agreement pursuant to which, under certain
limited conditions in the event of a change in control, each
person receives compensation for one year and all stock options
fully vest immediately.  Our various stock incentive plans also
provide for the vesting of all unvested options upon a change of
control.  The Performance Equity Plan, described above under
"Compensation of Directors and Officers," provides for the
acceleration of the vesting of stock options upon a change of
control.  The split dollar arrangement with Monty Fu's family
trust described above under "Compensation of Directors and
Officers" also contains a provision that allows the trust to
accelerate our payment obligations or to terminate the requirement
to repay us for premiums paid upon a change of control.

INDEMNITY AGREEMENT.  Each non-employee Director and executive
officer has an Indemnity Agreement which, under certain
conditions, provides for indemnification of the Directors or
executive officers for the duties performed for us or our
subsidiaries and affiliates.  The form of the Indemnity Agreements
was approved by our stockholders.


        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 1998, our stockholders approved the 1998 Senior Management
Stock Purchase Plan, which allows officers and Directors to buy
shares of our common stock to be paid with a five-year secured
promissory note.  The following is a list of the officers and
Directors who purchased shares under the Stock Purchase Plan, and
the principal amount of their loans: Dr. Gerber, $321,234; Mr.
Oki, $321,234; Mr. Spangler, $321,234; Mr. Fu, $3,001,218; Mr.
Bagerdjian, $2,476,350; Mr. Baumann, $737,550; Mr. Boone,
$666,250; Ms. Coop, $519,512; and Mr. Coffey, $903,325.  Mr.
Mikity, who had a loan of $602,950 under the Stock Purchase Plan,
paid off his entire loan with 2 payments, one in December 2000 and
another in January 2001.  In March 2001, we instituted a stock
buyback program, pursuant to which we offered to buy back at fair
market value a certain number of shares that were purchased by
Directors, officers and other participants under the Stock
Purchase Plan.  In exchange for a participant's shares, we retired
all or a portion of his or her promissory note obligations.  The
following is a list of the Directors and officers who surrendered
shares under the stock buyback program, and the value of those
shares: Dr. Wagner, $85,534.50; Dr. Wilensky, $202,653.00; Mr.
Williams, $322,357.75; Mr. Funari, $2,944,733.67; and Mr. Ward,
$1,566,100.50.

We also loaned $135,000 to Mr. Ward in April 2000.  Mr. Ward
repaid the principal amount of $95,000 plus accrued interest
thereon in March, 2001, and the remainder was repaid in April
2001.

All loans bear interest at the federal rate imputed by the
Internal Revenue Service.


              RELATIONSHIP WITH INDEPENDENT AUDITORS

Our Board of Directors appointed KPMG LLP as our independent
auditors for 2001, subject to stockholder ratification as set
forth below.  KPMG LLP served as our independent auditors for
2000.  A representative from KPMG LLP will be present at the
Annual Meeting, will have the opportunity to make statements, and
will be available to respond to your questions.


                  DISCLOSURE OF AUDIT FEES

The following is a description of the fees billed to us by KPMG during
fiscal 2000:

AUDIT FEES:  Audit fees billed to us by KPMG in connection with KPMG's
review and audit of our annual financial statements for fiscal 2000
and KPMG's review of our interim financial statements included in our
Quarterly Reports on Form 10-Q during 2000 totaled approximately $172,500.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES:  We did not
engage KPMG to provide advice to us regarding financial information
systems design and implementation during fiscal 2000.

ALL OTHER FEES:  Fees billed to us by KPMG during fiscal 2000 for all
other non-audit services rendered to us totaled approximately $350,000.


      COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES
                  EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 (the "1934
Act"), requires our Directors and executive officers to file
reports of ownership and changes in ownership with the Securities
and Exchange Commission.  Additionally, Item 405 of Regulation S-K
under the 1934 Act requires us to identify in this Proxy Statement
those individuals for whom one of the above-referenced reports was
not filed on a timely basis during the most recent fiscal year or
prior fiscal years.  Based solely upon our review of Forms 3, 4
and 5 furnished to us, we believe that all reports required to be
filed during 2000 pursuant to Section 16(a) of the Act were timely
filed.


                 SYNCOR STOCK PRICE PERFORMANCE

The following chart compares the value of $100 invested in our
common stock from December 31, 1995, through December 31, 2000,
with a similar investment in the NASDAQ Composite (U.S. companies)
and with the S&P SmallCap Health Care (Medical Products &
Supplies) Index.  The NASDAQ Composite (U.S. companies) is an
index comprised of all domestic common shares traded on the NASDAQ
National Market and the NASDAQ SmallCap Market.  The S&P SmallCap
Health Care (Medical Products & Services) Index is a composite
index of 22 health care companies in the S&P SmallCap 600,
including Syncor (7.02%), that primarily provide medical products
and supplies.  The table below shows the value of each such
investment on December 31, 1995, 1996, 1997, 1998 , 1999 and 2000
assuming reinvestment of dividend.





                    PLACE THE GRAPH HERE



<TABLE>
<CAPTION>
                            CUMULATIVE TOTAL RETURN GRAPH


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

                                    Dec-95      Dec-96      Dec-97      Dec-98      Dec-99      Dec-00

Syncor International Corporation     $100        $198        $239        $404        $431       $1,078
NASDAQ Stock Market (U.S.)           $100        $123        $151        $213        $395        $238
S&P SmallCap Health Care             $100        $102        $119        $128        $158        $218
(Medical Products & Supplies) Index
</TABLE>







                      PROPOSAL TWO

        RATIFY SELECTION OF INDEPENDENT AUDITORS

The Board of Directors, upon the recommendation of its Audit
Committee, has appointed KPMG LLP to serve as our independent
auditors for 2001, subject to ratification by the stockholders.
In taking this action, the members of the Board and the Audit
Committee considered KPMG's long-standing relationship with us,
its general reputation for adherence to professional auditing
standards, and its independence with respect to the services to be
performed.  Representatives of the firm will be present at the
Annual Meeting to make a statement if they desire to do so and to
answer appropriate questions from stockholders.

The affirmative vote of the holders of a majority of the shares
present and voting on this proposal at the Annual Meeting is
required to approve the proposal.  THE BOARD OF DIRECTORS
RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP TO SERVE AS OUR INDEPENDENT AUDITORS FOR
2001.  PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.


                     PROPOSAL THREE

                APPROVAL OF AMENDMENT TO
           2000 MASTER STOCK INCENTIVE PLAN


At the Annual Meeting, you will be asked to approve an amendment
to the automatic option grant program in effect for our non-
employee Directors (the "Non-Employee Directors' Option Program")
under the 2000 Master Stock Incentive Plan (the "Plan").  The
proposed amendment would effect the following changes to the Non-
Employee Directors' Option Program:

	(i)	Each newly elected or appointed non-employee Director
		(provided such Director was not previously our employee)
		will receive an automatic option grant for 10,000 option
		shares of our common stock upon his or her initial
		election or appointment to the Board.  Fifty percent of
		the option shares would vest on the first anniversary of
		the grant, and the remainder would vest on the second
		anniversary.  Previously under the Plan, such a newly
		elected or appointed non-employee Director would have
		received an initial option grant with a Black-Scholes
		value (a widely accepted method of determining the fair
		market value of an option) not to exceed 80% of the annual
		compensation opportunity for the non-employee Director
		multiplied by the number of years, or pro rata portion
		thereof, from the date of appointment or reelection until
		the date the non-employee Director is up for reelection.

	(ii)	Each continuing non-employee Director (other than a Director
		who received his or her initial stock option grant within
		six months prior to the annual stockholders' meeting) will
		receive an automatic option grant for 5,000 option shares of
		our common stock at each annual stockholders' meeting.  All
		of the option shares would vest on the first anniversary of
		the grant.  Previously, such a continuing non-employee
		Director would only receive an option grant under the Plan
		during an annual stockholders' meeting during which such
		Director is elected to a new 3-year term.

	(iii)	Each Director will also be allowed to elect to receive stock
		options in lieu of all or any portion of his or her annual
		retainer. Under the proposal, the Director could receive $4
		worth of options (based on a Black Scholes valuation at the
		time of grant) for every $1 in retainer exchanged.  The
		Director must make the election prior to the beginning of the
		fiscal year during which the retainer is earned.

	(iv)	In implementing the original automatic option grant program
		in 2000, the number of option shares received by each
		Director was calculated based on the number of years
		remaining in his or her term of service.  As a result, a
		Director with three years remaining in his or her term
		received three times as many option shares as a Director
		with one year remaining in his or her term.  If the Non-
		Employee Directors' Option Program is approved by the
		stockholders, the grants in 2001 and 2002 will vary from
		the proposal in order to equalize the number of options
		granted under the original method and under the proposed
		method.  For 2001, Dr.Gerber, Mr. Spangler and Dr. Wilensky
		will not receive an option grant, Dr. Wagner and Mr. Williams
		will each receive an option grant for 2,490 shares, and Mr.
		Oki will receive an option grant for 6,245 shares.  Mr.
		Puckett, who became Director in January 2001, will receive
		an option grant for, 10,000 shares.  In 2002, Dr. Gerber,
		Mr. Spangler and Dr. Wilensky will each receive a
		stock option grant for 3,735 shares, and all other continuing
		Directors will each receive stock option grants for 5,000
		shares.  Starting in 2003, all continuing non-employee
 		Directors will each receive stock option grants for 5,000
		shares.

	(v)	If the stockholders approve the proposal, it will go
		into effect on June 19, 2001, except that the ability
		to exchange retainer fees for stock options will be
		effective only for retainer fees earned after
		January 1, 2002.

The proposed amendment is intended to assure that the Non-Employee
Directors' Option Program is competitive and will provide
sufficient equity incentives to attract and retain the services of
highly-qualified and experienced non-employee Directors.  The
proposed amendment was adopted by the Board on April 24, 2001,
subject to stockholder approval.

The major provisions of the Plan, including a description of the
types of awards that may be granted thereunder, are summarized
below:

ADMINISTRATION.  The Plan is administered by the Compensation
Committee of the Board or any other Committee of Directors
appointed by the Board for purposes of serving as the committee
under the Plan ("Administrator").  The Administrator has
considerable discretion under the Plan.

GRANTS OF AWARDS TO EMPLOYEES.  The Administrator in its capacity
as grantor of awards, may grant awards to any of our officers or
employees. Potentially all of our employees, including officers
who are also Directors, are considered eligible at the present
time for discretionary awards if the Administrator determines that
they are able to make key contributions to our success.  The
Administrator also determines which employees will actually
receive awards.  Under the Plan, the maximum number of option
shares that may be granted to an employee during any given fiscal
year will be 400,000 shares.

Typically, the only consideration received by us for the grant of
an award will be past services and/or the expectation of future
services.  The number and type of awards under the Plan to be
received by any eligible person cannot be determined at this time
because no determination has been made as to any specific award,
except with respect to non-employee Directors, whose proposed
grants are described above.

SHARES THAT MAY BE ISSUED UNDER THE PLAN.  The number of shares
that may be issued or transferred to grantees under the Plan
cannot exceed 4 million shares.  Reload options may, however, be
granted without regard to the 4 million limit.  The number and
kind of shares available under the Plan as well as under
outstanding awards are subject to adjustment in the event of a
reorganization or merger in which Syncor is the surviving entity,
or a combination, recapitalization, stock split, stock dividend or
other similar event which changes the number or kind of shares
outstanding.  Shares relating to options (other than reload
options) or stock appreciation rights ("SARs") which are not
exercised and lapse or areterminated, shares relating to
restricted stock awards which do not vest, and shares relating
to performance share awards which are not issued will again be
available for purposes of the Plan.

AWARDS UNDER THE PLAN

     OPTIONS.  An option is the right to purchase shares of our
common stock at a future date at the exercise price (which may be
less than fair market value) fixed by the Administrator on the
date the option is granted.  The purchase price may be paid in
cash, with shares of our common stock or with such other lawful
consideration as the Administrator may approve.  The Administrator
will designate each option as a "non-qualified" or an "incentive
stock option."  For a summary of the differences in the tax
treatment of the two types of options, please refer to "Federal
Income Tax Consequences" below.  Incentive stock options may be
subsequently amended in a manner that disqualifies them from such
treatment.

Subject to early termination or acceleration provisions (which are
summarized below), an option is exercisable from the date
specified in the related award agreement until the expiration date
determined by the Administrator.  In no event, however, is an
option exercisable prior to six months or after ten years and one
day, from its date of grant.  The Administrator may in its
discretion permit a holder of a non-qualified option to defer the
receipt of any shares upon the exercise of such option.

     STOCK APPRECIATION RIGHTS.  A stock appreciation right or SAR
is a right to receive payment based on the appreciation in the
fair market value of our common stock from the date of grant to
the date of exercise.  In its discretion, the Administrator may
grant an SAR concurrently with the grant of an option or
independent of the grant of an option.  An SAR granted
concurrently with the grant of an option may extend to all or a
portion of the shares covered by such option.  An SAR granted
concurrently with an option is only exercisable at such time, and
to the extent, that the related option is exercisable.  The number
of shares with respect to which SARs are exercised will be charged
against the aggregate amount of our common stock available under
the Plan.

     RESTRICTED STOCK AWARDS.  A Restricted Stock Award is an
award of a fixed number of shares of our common stock subject to
restrictions.  The Administrator specifies the price, if any, the
recipient must pay for such shares and the restrictions imposed on
such shares.  The recipient typically is entitled to dividends and
voting rights pertaining to such shares even though they have not
vested, so long as such shares have not been forfeited.

     PERFORMANCE SHARE AWARDS.  A performance share award is an
award of a fixed number of shares of our common stock, the
issuance of which is contingent upon the attainment of such
performance objectives, and the payment of such consideration, if
any, as specified by the Administrator.

     RELOAD OPTIONS.  A reload option, if granted at the
discretion of the Administrator, gives the optionee the right to
purchase a number of shares of our common stock equal to the
number of shares surrendered to pay the exercise price or used to
pay the withholding taxes applicable to an option exercise.
Reload options do not increase the net equity position of a
participant.  Their purpose is to facilitate continued stock
ownership in Syncor by the participant.  Reload options may be any
type of option permitted under the Internal Revenue Code and will
be granted subject to such terms, conditions, restrictions and
limitations as may be determined by the Committee from time to
time.  Reload options may be granted only as non-qualified options
and may be granted without regard to the limit on the maximum
number of shares which may be issued under the Plan.  Reload
options may not be granted in connection with incentive stock
options which have already been granted.

     STOCK DEPRECIATION RIGHTS.  A stock depreciation right, if
awarded, entitles an officer or Director to a payment by us in the
event that the fair market value of shares issued upon exercise of
an option declines during the six month period after exercise
while those shares are still held by the officer or Director, to
the extent that such shares if sold would be subject to matching
liability under Section 16 of the Securities Exchange Act by
virtue of a prior purchase.

     TAX-OFFSET BONUSES.  A tax-offset bonus, if awarded, is a
cash payment which we make upon the exercise of an option equal to
a percentage of the difference between the fair market value of
the shares upon exercise and the exercise price.  The purpose of
the bonus is to partially offset the income taxes owed as a result
of the exercise.

CONTINUATION OF EMPLOYMENT.  Except under certain circumstances
more specifically described in the Plan, no option or SAR will be
exercisable, no shares subject to a restricted stock award will
vest and no performance share award will be paid unless the
recipient remains our employee for at least six months  following
the applicable date of grant.

TERMINATION OF EMPLOYMENT.  Upon a termination of employment,
shares subject to the recipient's restricted stock awards which
have not become vested by that date or shares subject to the
recipient's performance share awards which have not been issued
usually will be forfeited in accordance with the terms of the
related award agreements.  In addition, on such date, the
recipient's options which have not yet become exercisable usually
will terminate, while options which have become exercisable
usually must be exercised within three months from such date or
one year from such date if the termination of employment is a
result of death, total disability or, in the case of incentive
stock options, retirement.  Such periods, however, cannot exceed
the expiration dates of the options and are subject to extension,
acceleration of ability to exercise or amendment in the discretion
of the Administrator.  SARs have the same termination provisions
as the options to which they relate.

OTHER ACCELERATION OF AWARDS; CHANGE IN CONTROL.  Upon the
occurrence of a merger, liquidation, sale of all our assets, or
change in control (someone acquires 20% beneficial ownership in
our stock or there is an involuntary change in the composition of
more than 50% of the Board), each option and each SAR will
immediately become exercisable, each share covered by a restricted
stock award will immediately vest, and each share covered by a
performance share award will be issued to the recipient.  Such
acceleration will automatically occur unless the Administrator,
prior to any such event, determines otherwise.

TERMINATION OR CHANGES TO THE PLAN.  The Board may, at any time,
amend, modify, suspend or terminate the Plan, but any amendment
must be approved by the stockholders if required by law.  Unless
previously terminated by the Board, the Plan will terminate on
June 20, 2010, and no awards will be granted under it thereafter,
but such termination will not affect any award previously granted.

TAX CONSEQUENCES OF THE PLAN.  The federal income tax consequences
of the Plan under current federal law, which is subject to change,
are summarized in the following discussion which deals with the
general tax principles applicable to the Plan.  State and local
tax consequences are beyond the scope of this summary.

     NON-QUALIFIED STOCK OPTIONS.  No taxable income will be
realized by an optionee upon the grant of a non-qualified stock
option.  Upon exercise of a non-qualified stock option, the
optionee will realize ordinary income in an amount measured by the
excess of the fair market value of the shares on the date of
exercise over the option price, and Syncor will be entitled to a
corresponding deduction.  Upon a subsequent disposition of the
shares, the participant will realize short-term or long-term
capital gain or loss measured by the difference between the fair
market value of the shares on the date of exercise and the amount
realized upon disposition of the shares.  Syncor will not be
entitled to any further deduction at that time.

If an optionee elects to defer the receipt of shares upon exercise
of a non-qualified option, the optionee will not be treated as
having received taxable income in respect of such shares until the
end of the deferral period.  The amount of taxable income will
equal the value of the shares at the end of such period over the
exercise price, and the optionee's holding period will commence at
the end of such period.  Syncor will be entitled to a deduction at
such time and in such amount as the optionee recognizes taxable
income.

     INCENTIVE STOCK OPTIONS.  An optionee who receives an
incentive stock option will not be treated as receiving taxable
income upon the grant of the option or upon the exercise of the
option.  However, any appreciation in share value from the date of
grant to the date of exercise will be an item of tax preference in
determining liability for the alternative minimum tax.  If stock
acquired pursuant to an incentive stock option is not sold or
otherwise disposed of within two years from the date of grant of
the option or within one year after the date of exercise, any gain
or loss resulting from disposition of the stock will be treated as
long-term capital gain or loss.  If stock acquired upon exercise
of an incentive stock option is disposed of prior to the
expiration of such holding periods (a "disqualifying
disposition"), the optionee will realize ordinary income in the
year of such disposition in an amount equal to the excess of the
fair market value of the stock on the date of exercise over the
exercise price.  Any gain in excess of that ordinary income amount
generally will be capital gain.  However, under a special rule,
the ordinary income realized upon a disqualifying disposition will
not exceed the amount of the optionee's gain.

Syncor will not be entitled to any deduction as a result of the
grant or exercise of an incentive stock option, or on a later
disposition of the stock received, except that in the event of a
disqualifying disposition Syncor will be entitled to a deduction
equal to the amount of ordinary income realized by the optionee.

     STOCK DEPRECIATION RIGHTS AND TAX-OFFSET BONUSES.  Payments
made pursuant to stock depreciation rights and tax-offset bonuses
will constitute ordinary income to an employee when received by
the employee.  Syncor generally will be entitled to a deduction
equal to the amount of the payment included in the employee's
income.

     STOCK APPRECIATION RIGHTS.  At the time of receiving an SAR,
the participant will not recognize any taxable income.  Likewise,
Syncor will not be entitled to a deduction for the SAR.  Upon the
exercise of an SAR, the participant will generally recognize
ordinary income in an amount equal to the cash and/or fair market
value of the shares received.  If a participant receives stock,
then the amount recognized as ordinary income becomes the
participant's tax basis for determining gains or losses (taxable
either as short-term or long-term capital gain or loss, depending
on whether or not the shares are held for more than one year) on
the subsequent sale of such stock. The holding period for such
shares commences as of the date ordinary income is recognized.
Syncor will be entitled to a deduction in the amount of, and at a
time that the participant first recognizes, ordinary income.

     RESTRICTED STOCK.  The recipient of restricted stock will
recognize ordinary income equal to the excess of the fair market
value of the restricted stock at the time the restrictions lapse
over the amount which the recipient paid for the restricted stock.
However, the recipient may elect, within 30 days after the date of
receipt, to report the fair market value of the stock (less the
amount paid therefor by the recipient) as ordinary income at the
time of receipt.  Syncor may deduct an amount equal to the income
recognized by the recipient at the time the recipient recognizes
the income.

The tax treatment of restricted stock which is disposed of will
depend upon whether the recipient made an election to include the
net value of the stock in income when awarded.  If the recipient
made such an election, any disposition after the restrictions
lapse will result in a long-term or short-term capital gain or
loss depending upon the period the restricted stock is held.  If,
however, such election is made and for any reason the restrictions
imposed on the restricted stock fail to lapse, and a forfeiture
results, the individual will not be entitled to a deduction as to
any such forfeiture, even though the election will have resulted
in an acceleration of taxable income.  A capital loss will be
available to the extent of any amount paid for the restricted
stock.  If an election is not made, disposition after the lapse of
restrictions will result in short-term or long-term capital gain
or loss equal to the difference between the amount received on
disposition and the greater of the amount paid for the stock by
the recipient or its fair market value at the date the
restrictions lapsed.

     PERFORMANCE AWARDS.  A participant who has been granted a
performance award will not realize taxable income at the time of
the grant, and we will not be entitled to a deduction at that
time.  When an award is paid, whether in cash or shares, the
participant will have ordinary income, and Syncor will have a
corresponding deduction.  The measure of such income and deduction
will be the amount of cash and the fair market value of the shares
at the time the award is paid.

     SPECIAL RULES GOVERNING PERSONS SUBJECT TO SECTION 16(B).
Under the federal tax law, special rules may apply to participants
in the Plan who are subject to the restrictions on resale of our
common stock under Section 16(b) of the Securities Exchange Act.
These rules, which effectively take into account the Section 16(b)
restrictions, apply in limited circumstances and may impact the
timing and/or amount of income recognized by these persons with
respect to certain stock-based awards under the Plan.

     LIMITATIONS ON DEDUCTIBILITY.  If, as a result of certain
changes in control in Syncor, a participant's options or SARs
become immediately exercisable, or if restrictions immediately
lapse on restricted stock, or if shares covered by a performance
award are immediately issued, the additional economic value, if
any, attributable to the acceleration may be deemed a "parachute
payment."  The additional value will be deemed a parachute payment
if such value, when combined with the value of other payments
which are deemed to result from the change in control, equals or
exceeds a threshold amount equal to 300 percent of the
participant's average annual taxable compensation over the five
calendar years preceding the year in which the change in control
occurs.  In such case, the excess of the total parachute payments
over such participant's average annual taxable compensation will
be subject to a 20 percent non-deductible excise tax in addition
to any income tax payable.  Syncor will not be entitled to a
deduction for that portion of any parachute payment which is
subject to the excise tax.  A "change in control" for those
purposes is defined in Section 2.1(h) of the Plan.

The amount which may be deducted by Syncor with respect to
compensation paid to the Chief Executive Officer and four other
most highly compensated executives is limited to $1 million per
tax year for each individual.  Certain awards under the Plan may
be exempt from the $1 million limit because of a "performance-
based" exception.

     STOCK PAYMENTS.  A participant who receives a stock payment
in lieu of a cash payment that would otherwise have been made will
be taxed as if the cash payment has been received and Syncor will
have a deduction in the same amount.

The affirmative vote of the holders of a majority of the shares
present and voting on this proposal to amend the 2000 Master Stock
Incentive Plan is required to approve the proposal.  THE BOARD OF
DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF
THE AMENDMENT OF THE NON-EMPLOYEE DIRECTORS' OPTION PROGRAM UNDER
THE 2000 MASTER STOCK INCENTIVE PLAN.  PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY
OTHERWISE IN THEIR PROXIES.


             ANNUAL REPORT TO STOCKHOLDERS

The Annual Report to Stockholders concerning our operations in
2000, including consolidated financial statements for that period,
is enclosed with this proxy statement.


         FINANCIAL STATEMENTS AND INFORMATION

Our consolidated financial statements for 2000 and management's
discussion and analysis of financial condition and results of
operations appear in our Annual Report to Stockholders which
accompanies this proxy statement, and are incorporated herein by
reference.


                STOCKHOLDER PROPOSALS

Stockholder proposals for consideration at the Annual Meeting
expected to be held on  June 18, 2002, must be received by us no
later than February 22, 2002 in order for such proposals to be
included in the proxy materials for the 2002 Annual Meeting.  To
be included, proposals must be proper under law and must comply
with the Rules and Regulations of the Securities and Exchange
Commission and our By-Laws. All such proposals should be addressed
to Mr. John S. Baumann, our Secretary.


                   OTHER MATTERS

The Board of Directors is not aware of any other matters which are
to be presented at the Annual Meeting.  However, if any other
matters should properly come before the Annual Meeting, the
persons named in the proxy will vote on such matters in accordance
with their judgment.

The above notice and proxy statement are sent by order of the
Board of Directors.



May 14, 2001                              JOHN S. BAUMANN
Woodland Hills, California                Secretary




           AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

UPON WRITTEN REQUEST, SYNCOR WILL PROVIDE, WITHOUT CHARGE, A COPY
OF ITS ANNUAL REPORT ON FORM 10-K, EXCEPT FOR EXHIBITS THERETO,
FOR THE PERIOD ENDED DECEMBER 31, 2000 FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION, TO ANY STOCKHOLDER OF
RECORD  AT THE CLOSE OF BUSINESS ON APRIL 23, 2001.  ANY EXHIBIT
WILL BE PROVIDED ON REQUEST UPON PAYMENT OF THE REASONABLE
EXPENSES OF FURNISHING THE EXHIBIT.  REQUESTS SHOULD BE ADDRESSED
TO SYNCOR, TO THE ATTENTION OF INVESTOR RELATIONS, 6464 CANOGA
AVENUE, WOODLAND HILLS, CALIFORNIA 91367-2407, OR TELEPHONE (818)
737-4000.


                         APPENDIX 1

                  AUDIT COMMITTEE CHARTER
            OF SYNCOR INTERNATIONAL CORPORATION

* PURPOSE

The primary purpose of the Audit Committee (the "Committee") is to
assist the Board of Directors of Syncor International Corporation
(the "Board") in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process,
including overseeing the financial reports and other financial
information provided by the Company to any governmental or
regulatory body, the public or other users thereof, the Company's
systems of internal accounting and financial controls, and the
annual independent audit of the Company's financial statements and
the Company's legal compliance and ethics programs as established
by management and the Board.

In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention and will have full
access to all books, records, facilities and personnel of the
Company and the power to retain outside counsel, auditors or other
experts for this purpose.

The Board and the Committee are in place to represent the
Company's stockholders; accordingly, the outside auditor is
ultimately accountable to the Board and the Committee.

The Committee shall review the adequacy of this Charter on an
annual basis.

* MEMBERSHIP

The Committee shall be comprised of not less than three members of
the Board, and the Committee's composition will meet the
requirements of the Audit Committee Policy of the NASD.

Accordingly, all of the members will be directors:

1.	Who have no relationship to the Company that may interfere
	with the exercise of their independence from management and
	the Company; and

2.	Who are financially literate or who become financially literate
	within a reasonable period of time after appointment to the
	Committee.

In addition, at least one member of the Committee will have
accounting or related financial management expertise.

* KEY RESPONSIBILITIES

The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's
financial statements and that the outside auditors are responsible
for auditing those financial statements.   Additionally, the
Committee recognizes that financial management including the
internal audit staff, as well as the outside auditors, have more
time, knowledge and more detailed information on the Company than
do Committee members; consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or
special assurance as to the Company's financial statements or any
professional certification as to the outside auditor's work.

The following functions shall be the common recurring activities
of the Committee in carrying out its oversight function.  These
functions are set forth as a guide with the understanding that the
Committee may diverge from this guide as appropriate given the
circumstances.

	1.	The Committee shall review with management and the
		outside auditors the audited financial statements
		to be included in the Company's Annual Report on
		Form 10-K (or the Annual Report to Stockholders if
		distributed prior to the filing of Form 10-K) and
		review and consider with the outside auditors the
		matters required to be discussed by Statement of
		Auditing Standards ("SAS") No.61.

	2.	As a whole, or through the Committee chair, the
		Committee shall review with management and the outside
		auditors the Company's interim financial results to
		be included in the Company's quarterly reports to be
		filed with Securities and Exchange Commission and the
		matters to be discussed by SAS No. 61; this review will
		occur prior to the Company's filing of the Form 10-Q.

	3.	The Committee shall:

		a.	request from the outside auditors annually, a formal
			written statement delineating all relationships
			between the auditor and the Company consistent with
			Independence Standards Board Standard Number 1;

		b.	discuss with the outside auditors any such disclosed
			relationships and their impact on the outside auditor's
			independence;

		c.	recommend that the Board take appropriate action (1) to
			oversee the independence of the outside auditor or (2)
			in response to the outside auditor's report to satisfy
			itself of the auditor's independence in response to the
			outside auditor's report;

		d.	discuss at least annually with management and the outside
			auditors the quality and adequacy of the Company's
			internal controls; and

		e.	annually prepare a report to stockholders as may be
			required by the Securities and Exchange Commission.

	4.	The Committee, subject to any action that may be taken by the
		full Board, shall have the ultimate authority and responsibility
		to select or nominate for shareholder approval, evaluate and,
		where appropriate, replace the outside auditor.