LABORATORY CORP OF AMERICA HOLDINGS
8-K, 1997-04-30
MEDICAL LABORATORIES
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              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                      
                                  FORM 8-K

                               CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                               APRIL 25, 1997
                               ---------------
                      (Date of earliest event reported)
                                      
                                      
                                      
                 LABORATORY CORPORATION OF AMERICA HOLDINGS
                 ------------------------------------------
           (Exact name of registrant as specified in its charter)
                                      


   DELAWARE                1-11353            13-3757370
   --------                -------            ----------
(State or other          (Commission        (IRS Employer
jurisdiction or          File Number)        Identification 
organization)                                Number)


                                      
          358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA  27215
          --------------------------------------------------------
                  (Address of principal executive offices)
                                      
                                      
                                      
                                910-229-1127
                                ------------
            (Registrant's telephone number, including area code)




ITEM 5. OTHER EVENTS

On April 25, 1997, Laboratory Corporation of America Holdings (the
"Company") issued a press release dated as of such date announcing operating
results for the three month period ended March 31, 1997, as well as certain
other information.  The press release is attached as an exhibit hereto and
the text thereof is incorporated in its entirety herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
        INFORMATION AND EXHIBITS

  (c) Exhibit
                                      
      20  Press release of the Company dated April 25, 1997.

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

               LABORATORY CORPORATION OF AMERICA HOLDINGS
               ------------------------------------------
                             (Registrant)

                              
                    By:  /s/  BRADFORD T. SMITH
                      -------------------------------------
                              Bradford T. Smith
                              Executive Vice President,
                              General Counsel and Secretary
                              
                              
                              
Date:  April 30, 1997

<PAGE>
<PAGE>



FOR IMMEDIATE RELEASE

                                        Contact:    Pamela Sherry
                                        Telephone:  910-229-1127,Ext. 4855
                                      
                  LABORATORY CORPORATION OF AMERICA-TM- REPORTS
                             FIRST QUARTER RESULTS

Burlington,  NC,  April  25,  1997 - Laboratory Corporation  of  America-TM-
Holdings  (LabCorp-TM-) (NYSE: LH) today announced results for  the  quarter
ended March 31, 1997.

Net  sales for the quarter were $391.5 million, versus $403.9 million in the
first  quarter  of  1996. In the first quarter of 1997, the  Company  posted
operating income of $27.8 million, net income of $2.4 million, and  earnings
per  share  of $0.02. This compares with operating income of $27.8  million,
net  income  of $5.9 million, and earnings per share of $0.05  in  the  same
period in 1996.

"We are satisfied with the progress LabCorp made in the first quarter," said
Thomas  P. Mac Mahon, President and Chief Executive Officer.  "This was  our
first  quarter in two years that price has increased over the  prior  year's
comparable  period. Although our sales were approximately $12 million  lower
than  the first quarter of 1996, expense reductions in the first quarter  of
1997  offset  this  revenue decline, allowing us to maintain  our  operating
income  at  a  level  equal to the comparable period in  1996."   The  lower
revenue in 1997 reflects a decline in volume consistent with industry trends
as  well  as  the Company's program of selectively eliminating  unprofitable
accounts and carefully evaluating the acceptability of new business.

"In  addition, on flat sales, our operating income for the first quarter  of
1997  represents a 27% increase when compared to operating  income  for  the
fourth  quarter of 1996," said Mr. Mac Mahon.  "This improvement is a direct
result of our continuing efforts to reduce costs and increase price."

The  Company initiated a number of new cost reduction programs in the  first
quarter.   "We  are  proud  of our proven ability  to  deliver  high-quality
services  and  maintain a low-cost provider status,"  said  Mr.  Mac  Mahon.
"Additionally,   we  are  increasing  our  emphasis  on  actively   pursuing
profitable  new growth opportunities that add volume and capitalize  on  our
extensive service capabilities."

Recently,  the Company finalized a multi-year, preferred provider  agreement
with  United Healthcare Corporation (NYSE: UNH), one of the nation's largest
health care services organizations. Under the national agreement, LabCorp is
eligible  to  provide  clinical laboratory testing services  for  up  to  10
million  persons  served  by United's health plans  and  preferred  provider
networks.

In  connection with its previously announced rights offering, in  March  the
Company  entered into the Sixth Amendment and Waiver to its existing  credit
agreement.   LabCorp  also  entered into  an  amended  and  restated  credit
agreement  with  its  current  lenders, which  will  become  effective  upon
completion  of  the  rights offering and will make  available  a  term  loan
facility  of  approximately $654 million and a revolving credit facility  of
$450 million, based on the current structure of the rights offering.

The  Company  noted  that each of the above forward-looking  statements  was
subject  to  change  based on various important factors,  including  without
limitation,  competitive actions in the marketplace and adverse  actions  of
governmental and other third-party payors.  Further information on potential
factors that could affect the Company's financial results is included in the
Company's Form 10-K for the year ended December 31, 1996.

Laboratory  Corporation of America-TM- Holdings (LabCorp-TM-) is a  national
clinical laboratory organization with estimated annualized revenues of  $1.6
billion.   The  Company  operates  primary  testing  facilities  nationally,
offering  more  than  1,700 different clinical assays,  from  routine  blood
analysis  to  more sophisticated technologies.  LabCorp performs  diagnostic
tests  for physicians, managed care organizations, hospitals, clinics, long-
term care facilities, industrial companies and other clinical laboratories.
<PAGE>
<PAGE>

         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                       SUMMARIZED FINANCIAL INFORMATION
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


                                              THREE MONTHS ENDED
                                                   MARCH 31,
                                              ------------------
                                               1997        1996
                                              ------------------
Net Sales                                     $391.5      $403.9
                                              ======      ======

EBITDA                                        $ 49.3      $ 48.4
                                              ======      ======

Operating income                              $ 27.8      $ 27.8
                                              ======      ======

Earnings before income taxes                  $  5.9      $ 11.8

Provision for income taxes                      (3.5)       (5.9)
                                              ------      ------

Net earnings                                  $  2.4      $  5.9
                                              ======      ======

Net earnings per common share                 $ 0.02      $ 0.05
                                              ======      ======

  Earnings per common share are based on the weighted average number of 
  shares outstanding during the three-month periods ended March 31,
  1997 and 1996 of 122,935,080  and 122,908,722 shares, respectively.







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