AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.02

AMENDMENT NO. 1

TO AGREEMENT AND PLAN OF MERGER

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

WITNESSETH:

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

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

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

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

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

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

ARTICLE I.

AMENDMENTS

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