~~U.S.~~As ~~SECURITIES~~filed ~~AND~~with ~~EXCHANGE~~the ~~COMMISSION~~Securities and Exchange Commission on May 1, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ~~of the~~OF ~~Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~April 1626, 2006

Diagnostic Products Corporation

(Exact name of ~~Registrant~~registrant as specified in its charter)

California		1-9957		95-2802182
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


California (State or other jurisdiction of incorporation or organization)		1-9957 (Commission File Number)		95-2802182 (I.R.S. Employer Identification No.)

5210 Pacific Concourse Drive, Los Angeles, California 90045 (Address of principal executive offices) (Zip ~~Code~~code)

~~(310) 725-7039 (~~Registrant’s telephone number, including area code: (310) 645-8200

~~N/A~~ Not Applicable (Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oþ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Diagnostic~~Item 1.01. ~~Products~~Entry ~~Corporation Current~~into ~~Report~~a onMaterial ~~Form 8-K~~Definitive Agreement.

~~ITEM~~Agreement ~~1.01.~~and ~~Entry~~Plan ~~into~~of ~~a Material Definitive Agreement.~~Merger

On ~~January~~April 1626, 2006, Diagnostic Products Corporation (the ~~Board~~“Company”), Siemens Medical Solutions USA, Inc. (“Siemens”), a wholly owned subsidiary of ~~Directors~~Siemens AG, and an acquisition subsidiary of Siemens ~~Diagnostic~~(“Merger ~~Products~~Sub”) ~~Corporation~~entered ~~approved~~into ~~the~~an ~~Compensation~~Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Siemens will acquire all of the outstanding common stock of the Company. Under the terms of the merger agreement, the Company’s shareholders will be entitled to receive $58.50 per share in cash for ~~Non-Employee~~each ~~Directors~~share ~~attached~~of ~~hereto~~Company ascommon ~~Exhibit~~stock 99they ~~and~~own ~~incorporated~~at ~~herein~~the byeffective ~~this~~time ~~reference~~of the merger.

~~ITEM~~ The ~~9.01.~~Merger ~~Financial~~Agreement ~~Statement~~contains certain termination rights for both the Company and ~~Exhibits~~Siemens. If the Merger Agreement is terminated under certain specified circumstances, the Company may be required to pay Siemens a termination fee of $44 million.

~~(a)~~ A ~~Exhibits~~copy ~~filed~~of ~~herewith:~~the Merger Agreement is attached hereto as Exhibit 2.1 and is herein incorporated by reference. The foregoing description of the Merger Agreement is qualified in its entirely by reference to the full text of the Merger Agreement.

~~99.~~ Concurrent ~~Compensation~~with ~~Plan~~the ~~for~~execution ~~Non-Employee~~of ~~Directors~~the Merger Agreement, each of Marilyn Ziering, Michael Ziering, Chairman of the Board and Chief Executive Officer of the Company, and Ira Ziering, Senior Vice President, Business and Legal, of the Company entered into a shareholder agreement with Siemens, pursuant to which such persons have agreed to vote all of the shares of Company common stock owned by them in favor of the Merger Agreement.

~~SIGNATURES~~Additional Information about the Merger and Where to Find It

~~Pursuant~~The toCompany will file a proxy statement and other documents regarding the ~~requirements~~proposed ofmerger described in this report with the Securities and Exchange ~~Act~~Commission. ofInvestors ~~1934,~~and security holders are urged to read the ~~Registrant~~proxy ~~has~~statement ~~duly~~when it becomes available, because it will contain important ~~caused~~information ~~this~~about ~~report~~the toCompany and the proposed merger. A definitive proxy statement will be ~~signed~~sent to onsecurity ~~its~~holders ~~behalf~~of the Company seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive proxy statement (when available) and other documents filed by the ~~undersigned~~Company ~~hereunto~~with ~~duly~~the ~~authorized~~SEC at the SEC’s website at www.sec.gov. The definitive proxy statement and other relevant documents may also be obtained free of cost by directing a request to Diagnostic Products Corporation, 5210 Pacific Concourse Drive, Los Angeles, California 90045, attention: Investor Relations (telephone 310-645-8200).

	DIAGNOSTIC PRODUCTS CORPORATION
Dated: January 19, 2006	By:	/s/ James L. Brill
		James L. Brill

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the merger. Information about the Company and its directors and executive officers can be found in the Company’s Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the proxy statement when it becomes available.

2Item 9.01. Financial Statements and Exhibits.

~~Exhibit~~(c) ~~Index~~Exhibits.

99. Compensation Plan for Non-Employee Directors


Exhibit
Number		Description of Exhibit

2.1		Agreement and Plan of Merger dated as of April 26, 2006 among Siemens Medical Solutions USA, Inc., Dresden Acquisition Corporation and Diagnostic Products Corporation

3SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	DIAGNOSTIC PRODUCTS CORPORATION
Dated: May 1, 2006	By:	/s/ James L. Brill
	Name:	James L. Brill
	Title:	Vice President, Finance and Chief Financial Officer

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