LABORATORY CORP OF AMERICA HOLDINGS
10-Q, 1998-05-14
MEDICAL LABORATORIES
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        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                           FORM 10-Q

(Mark One)
[X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended              MARCH 31, 1998
                              -----------------------------------
                               OR

[ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                   to
                              ---------------     ---------------

Commission file number                  1-11353
                       -------------------------------------------

           LABORATORY CORPORATION OF AMERICA HOLDINGS
- -------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

                DELAWARE                          13-3757370
- -------------------------------------------------------------------
     (State or other jurisdiction of         (IRS Employer
     incorporation or organization)          Identification No.)

    358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215
- -------------------------------------------------------------------
(Address of principal executive offices)          (Zip code)

                         (336) 229-1127
- -------------------------------------------------------------------
      (Registrant's telephone number, including area code)

Indicate  by  check  mark whether the registrant (1) has filed  all  reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of  1934 during the preceding 12 months (or for such shorter period that the
registrant  was required to file such reports) and (2) has been  subject  to
such filing requirements for the past 90 days. Yes  X No ___

The number of shares outstanding of the issuer's common stock is 124,506,673
shares as of April 17, 1998, of which 61,329,256 shares are held by indirect
wholly owned subsidiaries of Roche Holding Ltd.

The number of warrants outstanding to purchase shares of the issuer's common
stock is 22,151,308 as of April 17, 1998, of which 8,325,000 are held by  an
indirect wholly owned subsidiary of Roche Holding Ltd.

<PAGE>
<PAGE>                                      
<TABLE>
         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<CAPTION>
                                                MARCH 31,       DECEMBER 31,
                                                  1998              1997
                                                --------        -----------
<S>                                            <C>             <C>
  ASSETS
Current assets:
  Cash and cash equivalents                     $   18.7         $   23.3
  Accounts receivable, net                         342.2            330.6
  Inventories                                       30.2             36.0
  Prepaid expenses and other                        18.4             16.9
  Deferred income taxes                            110.9            112.0
  Income taxes receivable                            2.5              8.8
                                                --------         --------
 Total current assets                              522.9            527.6

Property, plant and equipment, net                 257.8            254.9
Intangible assets, net                             838.4            851.3
Other assets, net                                   15.5             24.7
                                                --------         --------
                                                $1,634.6         $1,658.5
                                                ========         ========

  LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                              $   59.8         $   55.9
  Accrued expenses and other                       137.2            140.7
  Current portion of long-term debt                 11.6               --
                                                --------         --------
 Total current liabilities                         208.6            196.6

Revolving credit facility                           10.0             40.0
Long-term debt, less current portion               632.2            643.8
Capital lease obligation                             5.3              5.8
Other liabilities                                  142.3            142.3

Commitments and contingent liabilities                --               --

Mandatorily redeemable preferred stock
  (30,000,000 shares authorized):
  Series A 8 1/2% Convertible
  Exchangeable Preferred Stock, $0.10 par
  value, 4,363,202 shares issued and
  outstanding at March 31, 1998 and December
  31, 1997 (aggregate preference value of
  $218.2)                                          212.7            212.6

  Series B 8 1/2% Convertible Pay-in-Kind
  Preferred Stock, $0.10 par value, 6,017,712
  and 5,892,495 shares issued and outstanding
  at March 31, 1998 and December 31, 1997
  respectively (aggregate preference value of      294.7            288.3
  $300.9)

Shareholders' equity:
  Common stock, $0.01 par value; 520,000,000
    shares authorized; 124,506,673 and
    123,542,614 shares issued and outstanding
    at December 31, 1998 and 1997,
    respectively                                     1.2              1.2
  Additional paid-in capital                       414.4            412.8
  Accumulated deficit                             (286.8)          (284.9)
                                                --------         --------


   Total shareholders' equity                      128.8            129.1
                                                --------         --------
                                                $1,634.6         $1,658.5
                                                ========         ========
                                      
The accompanying notes are an integral part of these condensed consolidated
financial statements.
                     
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                 
         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<CAPTION>
                                            THREE MONTHS ENDED
                                                 MARCH 31,
                                          ----------------------
                                            1998          1997
                                          --------      --------
<S>                                      <C>           <C>
Net sales                                 $  373.0      $  391.5
 
Cost of sales                                255.7         277.2
                                          --------      --------
Gross profit                                 117.3         114.3

Selling, general and
  administrative expenses                     80.3          78.9

Amortization of intangibles
  and other assets                             7.6           7.6
                                          --------      --------

Operating income                              29.4          27.8

Other income (expenses):
  Gain on sale of assets                       2.0            --
  Investment income                            0.3           0.8
  Interest expense                           (12.9)        (22.7)
                                          --------      --------
Earnings before income taxes                  18.8           5.9

Provision for income taxes                     9.5           3.5
                                          --------      --------
Net earnings                                   9.3           2.4

Less preferred stock dividends               (11.0)           --
Less accretion of mandatorily redeemable
  preferred stock                             (0.2)           --
                                          --------      --------
Net earnings (loss) attributable to
  common shareholders                     $   (1.9)     $    2.4
                                          ========      ========

Basic and diluted earnings (loss)
  per common share                        $  (0.01)     $   0.02
                                          ========      ========

                                      
                                      
The accompanying notes are an integral part of these condensed consolidated
financial statements.
                                      
</TABLE>
                                      
<PAGE>
<PAGE>
<TABLE>
                                      
                                      
         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<CAPTION>

                                               THREE MONTHS ENDED
                                                    MARCH 31,
                                             ---------------------
                                               1998         1997
                                             --------     --------
<S>                                         <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net earnings                                 $  9.3       $  2.4

 Adjustments to reconcile net earnings
   to net cash provided by operating
   activities:
     Restructuring and non-recurring
       charges, net of payments                (2.1)        (5.7)
     Net gain on disposals                     (2.0)        (0.6)
     Depreciation and amortization             21.3         21.9
     Deferred income taxes, net                 1.5          2.0
     Change in assets and liabilities,
      net of effects of acquisitions:
      Increase in accounts receivable, net    (13.3)       (13.6)
      Decrease in inventories                   5.6          1.2
      Increase in prepaid expenses and 
        other                                  (1.5)        (0.8)
      Change in income taxes
         receivable/payable, net                6.3          1.2
      Increase(decrease)in accounts
         payable                                3.9         (1.7)
      Increase (decrease)in accrued
         expenses and other                    (1.1)         8.8
      Other, net                                 --         (5.3)
                                             ------       ------
 Net cash provided by operating activities     27.9          9.8
                                             ------       ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                        (17.1)        (3.1)
  Proceeds from sale of assets                 11.0          0.6
  Refund of lease guaranty                      8.0           --
                                             ------       ------
 Net cash provided by (used for) for
    investing activities                        1.9         (2.5)
                                             ------       ------

                                      
                                      
                                      
                                 (continued)
<PAGE>
<PAGE>
                                      
                                      
         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)



                                              THREE MONTHS ENDED
                                                   MARCH 31,
                                             --------------------
                                               1998         1997
                                             --------     -------
<S>                                         <C>          <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from revolving credit
    facilities                               $   --       $  25.0
  Payments on revolving credit
    facilities                                (30.0)        (12.0)
  Payments on long-term debt                     --         (18.7)
  Deferred payments on acquisitions            (1.4)         (1.4)
  Payment of preferred stock dividends         (4.6)           --
  Cash received for issuance of common
    stock                                       1.6            --
 Net cash used for financing activities       (34.4)         (7.1)
  Net increase (decrease) in cash
    and cash equivalents                       (4.6)          0.2
  Cash and cash equivalents at
    beginning of period                        23.3          29.3
                                             ------        ------
  Cash and cash equivalents at
    end of period                            $ 18.7        $ 29.5
                                             ======        ======


Supplemental schedule of cash
  flow information:
  Cash (paid) received during the year
  for:
     Interest                                $(10.3)       $(19.3)
     Income taxes, net of refunds              (2.4)          1.8

Disclosure of non-cash financing
  and investing activities:
 Preferred stock dividends                      6.4            --
 Accretion of mandatorily redeemable
    preferred stock                             0.2            --




The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>
<PAGE>
<PAGE>
         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

1.   BASIS OF FINANCIAL STATEMENT PRESENTATION

       The  consolidated  financial  statements  include  the  accounts   of
Laboratory Corporation of America Holdings and its wholly owned subsidiaries
(the "Company") after elimination of all material intercompany accounts  and
transactions.

      The condensed consolidated financial statements are unaudited.  In the
opinion of management, all adjustments necessary for a fair presentation  of
such financial statements have been included.  Adjustments consisted only of
normal  recurring items, except the one-time gain on the sale of  assets  as
discussed  in  Note  4.  Interim results are not necessarily  indicative  of
results for a full year.

     The financial statements and notes are presented in accordance with the
rules  and regulations of the Securities and Exchange Commission and do  not
contain  certain  information  included  in  the  Company's  annual  report.
Therefore,  the  interim statements should be read in conjunction  with  the
consolidated  financial  statements  and  notes  thereto  contained  in  the
Company's annual report.

2.   EARNINGS PER SHARE

     Basic and diluted earnings (loss) per share are based upon the weighted
average number of shares outstanding during the three months ended March 31,
1998 and 1997 of 124,397,655 shares and 122,935,080 shares, respectively.

      The  effect of conversion of the Company's redeemable preferred stock,
or  exercise of the Company's stock options or warrants was not included  in
the  computation of diluted earnings per common share as it would have  been
anti-dilutive for all applicable periods presented.

3.   RESTRUCTURING CHARGES

     The following represents the Company's restructuring activities for the
period indicated:

                                     Asset         Lease and
                      Severance   revaluations   other facility
                        costs    and write-offs   obligations    Total
                      ---------  --------------  --------------  ------
 Balance at
  December 31, 1997      3.7           4.0            30.9         38.6
  Cash payments         (0.8)         (0.3)           (1.0)        (2.1)
                      ------        ------          ------       ------

 Balance at
  March 31, 1998      $  2.9        $  3.7          $ 29.9       $ 36.5
                      ======        ======          ======       ======

 Current                                                         $ 19.7
 Non-current                                                       16.8
                                                                 ------
                                                                 $ 36.5
                                                                 ======
<PAGE>
<PAGE>                                      
                                      
         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


4.   SALE OF ASSETS

     During March, the Company sold certain assets of its veterinary testing
business  to  Antech  Diagnostics, a subsidiary  of  Veterinary  Centers  of
America,  Inc.  Under the agreement, which became effective March  1,  1998,
the  Company  will  retain the animal studies portion of  the  business  for
clinical trials testing, one of its targeted niche businesses.

5.   INTEREST RATE SWAP

      The  Company entered into an interest rate swap on January  12,  1998.
The  notional  amount  of the swap is $350.0 through January  16,  2001  and
reduced  to  $200.0 from that date through January 13, 2003, the termination
date  of  the agreement.  The fixed rate the Company will pay for this  swap
agreement is 5.70%.  This transaction resulted from the early termination of
an  existing swap agreement.  The same notional amount was rolled into  this
agreement while extending the term an additional 4.5 years.  The above swap,
coupled  with the existing agreements have effectively changed the  interest
rate  exposure on $600.0 million of floating rate debt to a weighted average
fixed  interest  rate of 6.77%.  The notional amounts of the agreements  are
used  to  measure interest to be paid or received and do not  represent  the
amount of exposure to credit loss.

6.   NEW ACCOUNTING PRONOUNCEMENTS

     In  June 1997, the Financial Accounting Standards Board issued SFAS No.
130,  "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures about
Segments  of  an  Enterprise and Related Information."  Both Statements  are
effective for fiscal years beginning after December 15, 1997. SFAS  No.  130
establishes standards for reporting and display of comprehensive income  and
its  components in financial statements.  SFAS No. 131 establishes standards
for  the  way  that  public  business enterprises report  information  about
operating  segments in annual financial statements and requires  that  those
enterprises report selected information about operating segments in  interim
financial   reports  issued  to  shareholders.   SFAS   No.   131   requires
presentation  of segment information under the "management approach,"  which
aligns  segments  disclosure  with the way  that  management  organizes  the
segments  within  the  enterprise  for  making  operational  decisions   and
assessing performance.

     In  February 1998, the Financial Accounting Standards Board issued SFAS
No.  132,  "Employers'  Disclosures About Pensions and Other  Postretirement
Benefits."   This  Statement is effective for fiscal years  beginning  after
December  15,  1997. The objective of SFAS No. 132 is to  provide  financial
statement users with more comparable, understandable and concise information
concerning the employer's obligations to fund
                                      
         
<PAGE>
<PAGE>
                                      
         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (DOLLARS IN MILLIONS)

retirement  plans  and provide postretirement benefits. The  Statement  only
applies  to  disclosures  and  does  not  address  the  measurement  of  the
employer's obligation.

      The  Company has no elements of other comprehensive income, as defined
in  SFAS No. 130, for the three month periods ended March 31, 1998 and 1997.
Management has not yet completed its assessment of how the other   standards
listed above will impact existing disclosures. The Company will adopt  these
standards in 1998 as required.

OVERVIEW

      This quarterly report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and  Section  21E of the Securities Exchange Act of 1934,  as  amended.   In
addition, from time to time, the Company or its representatives have made or
may  make  forward-looking statements, orally or in writing.  Such  forward-
looking  statements  may  be included in, but are not  limited  to,  various
filings  made  by  the Company with the Securities and Exchange  Commission,
press  releases  or  oral  statements made by or with  the  approval  of  an
authorized  executive officer of the Company.  Actual results  could  differ
materially   from  those  projected  or  suggested  in  any  forward-looking
statements  as  a result of a wide variety of factors and conditions,  which
have been described in the section of the Company's Annual Report on Form 10-
K  for the year ended December 31, 1997, entitled, "Cautionary Statement for
Purposes   of  the  `Safe  Harbor'  Provisions  of  the  Private  Securities
Litigation  Reform Act of 1995" and other documents the Company  files  from
time  to  time  with  the Securities and Exchange Commission  including  the
Company's  quarterly reports on Form 10-Q and current reports on  Form  8-K,
and shareholders are specifically referred to these documents with regard to
factors and conditions that may affect future results.

RESULTS OF OPERATIONS

Three Months ended March 31, 1998 compared with Three Months ended March 31,
1997.

      Net  sales  for the three months ended March 31, 1998 were  $373.0,  a
decrease  of approximately 4.7% from $391.5 reported in the comparable  1997
period.    The  sales  decline  was  a  result  of  lower  testing   volume,
attributable   to   the   Company's  program  of   selectively   eliminating
unprofitable  accounts  and carefully evaluating the  acceptability  of  new
business, as well as changes in physicians ordering patterns caused  by  new
government  and  private reimbursement policies, and hospitals  aggressively
competing  in  the  outpatient  testing  market.  The  Company's  price  per
accession remained stable in comparison to the corresponding 1997 quarter.

<PAGE>
<PAGE>

         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (DOLLARS IN MILLIONS)

     Cost  of  sales, which includes primarily laboratory and  distribution
costs,  was  $255.7 for the three months ended March 31,  1998  compared  to
$277.2 in the corresponding 1997 period, a decrease of $21.5.  Cost of sales
decreased  approximately $8.3 due to the decrease in  volume,  approximately
$11.7  due  to  a  decrease in salaries and benefits and approximately  $1.5
primarily  relating  to  testing  supplies, maintenance,  outside  reference
testing,  rental  and miscellaneous expense categories as a  result  of  the
Company's  cost  reduction programs. Cost of sales as a  percentage  of  net
sales  was 68.6% for the three months ended March 31, 1998 and 70.8% in  the
corresponding 1997 period.  The decrease in the cost of sales percentage  of
net  sales  primarily  resulted from the cost  reduction  efforts  mentioned
above.

     Selling, general and administrative expenses increased to $80.3 for the
three  months  ended March 31, 1998 from $78.9 in the same period  in  1997.
The  primary reason for the increase in these expenses is due to  additional
costs,  primarily  salaries,  consulting fees incurred  to  address  billing
issues,  selling  and  other marketing related  expenses.   Total  bad  debt
expense  decreased  approximately $0.5, or  0.1%  of  net  sales,  from  the
comparable  1997  period.   The  decrease  is  primarily  a  result  of  the
improvement  in  the  Company's cash collection rates.  See  "Liquidity  and
Capital  Resources."  As  a percentage of net sales,  selling,  general  and
administrative  expenses were 21.5% and 20.2% for  the  three  months  ended
March  31, 1998 and 1997, respectively. The increase in the selling, general
and  administrative  percentage primarily resulted from  the  factors  noted
above.

     The amortization of intangibles and other assets was $7.6 for the three
months ended March 31, 1998 and 1997.

     Net  interest expense was $12.9 for the three months ended  March  31,
1998  compared  with $22.7 for the same period in 1997. The change  resulted
primarily   from   decreased  borrowings  resulting   from   the   Company's
recapitalization  in  June, 1997 and payments made to reduce  the  Company's
revolving credit facility.

     The provision for income taxes as a percentage of earnings before taxes
was  50.5%  for the three months ended March 31, 1998 compared to 59.3%  for
the three months ended March 31, 1997.  The Company's effective tax rate  is
significantly impacted by non-deductible amortization of intangible  assets.
As  earnings before income taxes increases, this non-deductible amortization
decreases  in  proportion to such earnings resulting in a  decrease  in  the
effective tax rate.

<PAGE>
<PAGE>
                                      
         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (DOLLARS IN MILLIONS)


LIQUIDITY AND CAPITAL RESOURCES

      Net  cash provided by operating activities was $27.9 and $9.8 for  the
three  months  ended March 31, 1998 and March 31, 1997,  respectively.   The
increase  in  cash  flow  from operations primarily resulted  from  improved
earnings,  decline  in  restructuring payments, a decrease  in  inventories,
collection  of  income  tax  refunds and an increase  in  accounts  payable.
Capital expenditures were $17.1 and $3.1 for the first three months of  1998
and  1997,  respectively.  The Company expects capital  expenditures  to  be
approximately  $70.0  in  1998 to further automate laboratory  processes  to
improve efficiency. Such expenditures are expected to be funded by cash flow
from operations as well as borrowings under the Company's credit facilities.
The Company received approximately $11.0 in proceeds from the sale of assets
and an additional $8.0 refund of a lease guaranty.

      During 1996 and 1997, the Company experienced a deterioration  in  the
timeliness  of  cash  collections and a corresponding increase  in  accounts
receivable.  The primary causes of this situation were the increased medical
necessity  and  related diagnosis code requirements from third-party  payors
and  the  complexities  in the billing process (data capture)  arising  from
changing  requirements of private insurance companies (managed  care).   The
Company  believes  it  has  stabilized collection  rates  and  improved  the
collection  of  accounts  receivable.  In the first  quarter  of  1998,  the
Company's days sales outstanding remained stable in comparison to the fourth
quarter  of  1997.  Although the Company continues to work towards  reducing
the  overall  number  of  days  sales  outstanding,  additional  changes  in
requirements  of  third-party  payors  could  increase  the  difficulty   in
collections.   There  can be no assurance of the success  of  the  Company's
plans  to  improve  collections  and, due to changes  in  medical  necessity
requirements, the Company expects accounts receivable balances  to  continue
to exceed 1995 levels.

      For  a  discussion of legal proceedings which may impact the Company's
liquidity and capital resources see "Part II - Other Information -- Item  1:
Legal Proceedings."

      Cash  and  cash  equivalents on hand, cash flows from  operations  and
additional  borrowing  capabilities  under  the  Amended  Revolving   Credit
Facility  are  expected  to  be  sufficient to  meet  anticipated  operating
requirements and provide funds for capital expenditures and working  capital
for the foreseeable future.

REGULATION AND REIMBURSEMENT

      On  April  1, 1997, the Health Care Financing Administration's  (HCFA)
new Automated Chemistry Profile Rules  went into effect.  The policy,  which
                                      
<PAGE>
<PAGE>

         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                            (DOLLARS IN MILLIONS)

was  developed   by   HCFA  working  with  the American Medical Association,
eliminates  the  old  commonly  used  "19-22  test"  automated   chemistry
profile, sometimes referred to as a "SMAC" and replaces  it  with four  new
panels of "clinically relevant" automated tests (each  containing from 4 to
12 chemistry tests).  The Company believes that it has taken  all steps 
necessary to be in compliance with the new HCFA requirements.

      In  addition, all major laboratory companies, including  the  Company,
will be required to eliminate the old chemistry profiles from their standard
test  requisition forms and standard test offerings by July  1,  1998.   The
Company  has developed a new "Universal" test requisition which incorporates
all  required changes which will be available at all locations on or  before
July 1, 1998.

      These  new  rules  are intended to reduce the number  of  non-Medicare
covered  "screening tests" which Medicare believes have  in  the  past  been
inappropriately  billed  to  Medicare.  Due to  the  variety  of  new  rules
(including  limited  coverage rules) which have  been  adopted  recently  to
address  this issue, the Company does not believe a meaningful  estimate  of
the potential financial impact of this new rule can be made at this time.
                                      
<PAGE>
<PAGE>                                      
                                      
                                      
         LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

                         PART II - OTHER INFORMATION
                                      
Item 1.   Legal Proceedings

                The Company is involved in litigation which purports to be a
          class  action  brought  on  behalf of  certain  patients,  private
          insurers  and  benefit  plans  that paid  for  laboratory  testing
          services  during  the  time frame covered by the  1996  Government
          Settlement.  The Company has also received certain similar  claims
          brought  on behalf of certain other insurance companies,  some  of
          which have been resolved for immaterial amounts. These claims  for
          private reimbursement are similar to the government claims settled
          in 1996.  However, no amount of damages has been specified at this
          time   and,  with  the  exception  of  the  above,  no  settlement
          discussions have taken place.  The Company is carefully evaluating
          these  claims, however, due to the early stage of the claims,  the
          ultimate outcome of these claims cannot presently be predicted.
          
                The  Company  is also involved in certain claims  and  legal
          actions arising in the ordinary course of business.  These matters
          include,  but  are  not  limited to, inquiries  from  governmental
          agencies  and Medicare or Medicaid carriers requesting comment  on
          allegations  of billing irregularities that are brought  to  their
          attention through billing audits or third parties.  In the opinion
          of  management, based upon the advice of counsel and consideration
          of  all facts available at this time, the ultimate disposition  of
          these  matters  will  not have a material adverse  effect  on  the
          financial  position,  results of operations or  liquidity  of  the
          Company.



Item 6.   Exhibits and Reports on Form 8-K

          (a)   Exhibits

                27   Financial Data Schedule (electronically
                     filed version only).

          (b)   Reports on Form 8-K
               
                (1)    A current report on Form 8-K dated March 3, 1998  was
                       filed on March 9, 1998, by the registrant, in connection
                       with the press release dated March 3, 1998 announcing
                       operating results of the Company for the three and
                       twelve month periods ended December 31, 1997 as well as
                       certain other information.
               
               
<PAGE>
<PAGE>
                (2)    A current report on Form 8-K dated March 5, 1998 was
                       filed  on  March  10,  1998, by  the  registrant,  in
                       connection with the press release dated March 5, 1998
                       announcing that  it  has  sold certain assets of its
                       veterinary testing business  to  Antech  Diagnostics a
                       subsidiary  of Veterinary Centers of America, Inc. 
               
                (3)   A current report on Form 8-K dated April 22, 1998 was
                      filed on May 7, 1998, by the registrant, in connection
                      with the press release dated April 22, 1998 announcing
                      that it has entered into a definitive agreement with
                      Medlab, Inc. (Medlab) to acquire certain of the assets
                      of Medlab.
               
                (4)   A current report on Form 8-K dated April 23, 1998 was
                      filed on May 7, 1998, by the registrant, in connection
                      with the press release dated April 23, 1998 announcing
                      the appointment of Myla Lai-Goldman, M.D. to the newly-
                      created position of Executive Vice President, Chief
                      Scientific Officer and Medical Director of LabCorp.
               
                (5)   A current report on Form 8-K dated April 28, 1998 was
                      filed on May 7, 1998, by the registrant, in connection
                      with the press release dated April 28, 1998 announcing
                      an exclusive partnership with VIRCO, a Belgian-based
                      biotechnology company, to offer blood analysis  tests
                      that will tell doctors and their HIV+ patients which
                      drugs are likely to be effective against the individual
                      patient's virus and which are not.
               
                (6)   A current report on Form 8-K dated April 30, 1998 was
                      filed on May 7, 1998, by the registrant, in connection
                      with the press release dated April 30, 1998 announcing
                      operating results of the Company for the quarter ended
                      March 31, 1998, as well as certain other information.
               
<PAGE>
<PAGE>               
               
               
                             S I G N A T U R E S


      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 thereunto duly authorized.



                 LABORATORY CORPORATION OF AMERICA HOLDINGS
                                 Registrant



                             By:/s/ THOMAS P. MAC MAHON
                                -------------------------------------
                                    Thomas P. Mac Mahon
                                    Chairman, President and Chief
                                    Executive Officer



                             By:/s/ WESLEY R. ELINGBURG
                                ------------------------------------
                                    Wesley R. Elingburg
                                    Executive Vice President, Chief
                                    Financial Officer and Treasurer
                                    (Principal Financial Officer and
                                    Principal Accounting Officer)




Date:  May 14, 1998
   
<PAGE>
<PAGE>





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>

      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEETS AND STATEMENT OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<CIK> 0000920148
<NAME> LABORATORY CORPORATION OF AMERICA HOLDINGS
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                          18,700
<SECURITIES>                                         0
<RECEIVABLES>                                  540,300
<ALLOWANCES>                                   198,100
<INVENTORY>                                     30,200
<CURRENT-ASSETS>                               522,900
<PP&E>                                         475,100
<DEPRECIATION>                                 217,300
<TOTAL-ASSETS>                               1,634,600
<CURRENT-LIABILITIES>                          208,600
<BONDS>                                        642,200
                          507,400
                                          0
<COMMON>                                         1,200
<OTHER-SE>                                     127,600
<TOTAL-LIABILITY-AND-EQUITY>                 1,634,600
<SALES>                                        373,000
<TOTAL-REVENUES>                               373,000
<CGS>                                          255,700
<TOTAL-COSTS>                                  255,700
<OTHER-EXPENSES>                                87,900
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              12,900
<INCOME-PRETAX>                                 18,800
<INCOME-TAX>                                     9,500
<INCOME-CONTINUING>                              9,300
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,300
<EPS-PRIMARY>                                   (0.01)
<EPS-DILUTED>                                   (0.01)
        

</TABLE>


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