LABORATORY CORP OF AMERICA HOLDINGS
8-K, 2000-06-07
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
                        June 6, 2000
                     ------------------
              (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 of         File Number)         Identification
incorporation)                                    Number)


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

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


<PAGE>

ITEM 5. OTHER EVENTS

  On  June  6,  2000,  Laboratory   Corporation  of  America-
Registered Trademark- Holdings (LabCorp-Registered Trademark-)
announced that it has called for redemption  on July  7, 2000
all of its outstanding  8 1/2 percent  Series   A Convertible
Exchangeable  Preferred  Stock  and  8 1/2  percent  Series B
Convertible Pay-in-Kind Preferred Stock.

  The  redemption price for both the Series A and  Series  B
preferred stock is $52.83 per preferred share.  The Series A
preferred  stock is currently, and following June 30,  2000,
the  Series  B  preferred will be, convertible into  LabCorp
common  stock  at  the  rate of 1.81818  common  shares  per
preferred  share at any time prior to 5:00  p.m.,  New  York
City time, on July 6, 2000.

  Also,  LabCorp  reported  that Roche  Holdings,  Inc.  has
indicated that it plans to sell up to 2.5 million shares  of
common  stock to a limited number of investors in order  not
to  become  a majority shareholder of LabCorp.  LabCorp  has
filed  a  registration  statement with  the  Securities  and
Exchange Commission relating to this offer and sale by Roche
of LabCorp stock, but the registration statement has not yet
become  effective.  Such securities may not be sold nor  may
offers to buy be accepted prior to the time the registration
becomes effective.

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

 (c)  Exhibit
      20  Press release of the Company dated
          June 6, 2000.

<PAGE>

                         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, Secretary
                      and Compliance Officer



Date: June 7, 2000

<PAGE>


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