UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________________________________________________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
UNILAB CORPORATION
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
904763-10-9
(CUSIP Number)
Raymond C. Marier, Esq.
Corning Clinical Laboratories Inc.
(formerly known as MetPath Inc.)
One Malcolm Avenue
Teterboro, NJ 07608
Telephone: (201) 393-5000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Check the following box if a fee is being paid with this
statement ________.
<PAGE>
CUSIP No. 904763-10-9
(1) Name of Reporting Person
S. S. or I.R.S. Identification No. of Above Person
Corning Incorporated
I.R.S. Identification No.: 16-0393470
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
___ (a) ___________________________________________________
_X__ (b) ___________________________________________________
___________________________________________________
(3) SEC Use Only ___________________________________________
________________________________________________________
(4) Citizenship or Place of Organization: __New York________
________________________________________________________
____________
Number of (7) Sole Voting Power Corning Clinical
Shares Laboratories Inc. 1,044,840 (1); Corning
Beneficially Incorporated - 0
Owned by (8) Shared Voting Power_______0__________
Each _____________________________________
Reporting (9) Sole Dispositive Power Corning Clinical
Person Laboratories Inc. 1,044,840 (1); Corning
With Incorporated -0
____________ (10) Shared Dispositive Power _0__________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,044,840 (1) shares of Common Stock by Corning Clinical
Laboratories Inc.
(10) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) __________________________________
____________________________________________________________
(11) Percent of Class Represented by Amount in Row (11) _________
___________________Less than 5%_______________________
(12) Type of Reporting Person (See Instructions) ____HC__________
- -----
(1) This figure includes 20,000 shares of Common Stock that
Corning Clinical Laboratories Inc. has a right to purchase
pursuant to options/warrants issued to it by the issuer.
<PAGE>
CUSIP No. 904763-10-9
(1) Name of Reporting Person
S. S. or I.R.S. Identification No. of Above Person
Corning Clinical Laboratories Inc.
I.R.S. Identification No.: 16-1387862
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
___ (a) ___________________________________________________
_X__ (b) ___________________________________________________
___________________________________________________
(3) SEC Use Only ___________________________________________
________________________________________________________
(4) Citizenship or Place of Organization: __Delaware________
________________________________________________________
____________
Number of (7) Sole Voting Power Corning Clinical
Shares Laboratories Inc. 1,044,840 (1); Corning
Beneficially Incorporated - 0
Owned by (8) Shared Voting Power_______0__________
Each _____________________________________
Reporting (9) Sole Dispositive Power Corning Clinical
Person Laboratories Inc. 1,044,840 (1); Corning
With Incorporated -0
____________ (10) Shared Dispositive Power _0__________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,044,840 (1) shares of Common Stock by Corning Clinical
Laboratories Inc.
(10) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) __________________________________
____________________________________________________________
(11) Percent of Class Represented by Amount in Row (11) _________
___________________Less than 5%_______________________
(12) Type of Reporting Person (See Instructions) ____CO_________
- -----
(1) This figure includes 20,000 shares of Common Stock that
Corning Clinical Laboratories Inc. has a right to purchase
pursuant to options/warrants issued to it by the issuer.
<PAGE>
Item 1. Issuer
This statement on Schedule 13G (this "Statement") relates to
the common stock, par value $.01 per share, of Unilab Corporation
(the "Issuer"), a Delaware corporation with its principal offices
located at 18448 Oxnard Street, Tarzana, CA 91356.
Item 2. Person Filing and Securities
This Statement is being filed by Corning Incorporated, a New
York corporation ("Corning"), with its principal business office
located at One Riverfront Plaza, Corning, NY 14831, and by
Corning Clinical Laboratories Inc., a Delaware corporation
formerly known as MetPath Inc. ("CCL"), with its principal
business office located at One Malcolm Avenue, Teterboro, NJ
07608.
The class of equity securities to which this Statement
relates is the Common Stock, par value $.01 per share (the
"Common Stock") of the Issuer (CUSIP 904763-10-9)
Item 3. Person Filing Pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable.
Item 4. Ownership.
Corning is a publicly owned corporation and beneficially
owns shares of Common Stock through its wholly owned subsidiary,
CCL. As of December 31, 1995 CCL beneficially owned 1,044,840
shares of Common Stock consisting of (i) 1,024,840 shares owned
and (ii) immediately exercisable options to purchase 20,000
shares at $2.00 per share, expiring March 8, 2000.
Based on the number of shares of Common Stock outstanding as
of October 27, 1995 (34,923,924 according to the Issuer), the
aggregate number of 1,044,840 shares of Common Stock beneficially
owned by CCL would constitute approximately 3% of the outstanding
shares of Common Stock.
CCL has the sole power to vote and dispose of the Common
Stock which it beneficially owns. CCL also holds 300,000 shares
of non-voting convertible preferred stock of Issuer, redeemable
at the sole option of Issuer any time from and after November 10,
1998.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person
Not applicable.
<PAGE>
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
CORNING CLINICAL LABORATORIES INC.
Date: February 12, 1996 By: /s/ Leo C. Farrenkopf, Jr.
Name: Leo C. Farrenkopf, Jr.
Title: Assistant Secretary
Associate General Counsel
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
CORNING INCORPORATED
Date: February 12, 1996 By /s/ A. John Peck
Name: A. John Peck
Title: Secretary
