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


                        December 4, 1996
                        ----------------
                (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 December 4, 1996, the Company issued a press release
announcing the resignation of David C. Weavil, Executive Vice
President and Chief Operating Officer and that Ronald B.
Sturgill, Executive Vice President, is assuming responsibilities
as Chief Operating Officer until a successor is named.  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) Exhibits
                                
      20   Press release of the Registrant dated December 4, 1996.




                           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:  December 4, 1996





                                                           Exhibit 20


FOR IMMEDIATE RELEASE

   
                                            Contact: Pamela Sherry
  
                                          Telephone: (910) 584-5171

                                                     Ext. 6768



LABORATORY CORPORATION OF AMERICA  ANNOUNCES RESIGNATION OF DAVID
                     C. WEAVIL, EVP AND COO
                                

Burlington,  NC,  December 4, 1996 -- Laboratory  Corporation  of
America  Holdings  (LabCorp)   (NYSE:  LH)  today  announced  the
resignation  of  David C. Weavil, Executive  Vice  President  and
Chief  Operating  Officer, effective immediately.   Mr.  Weavil's
resignation  came  as  a result of LabCorp's  recently  announced
government settlement, and resolves all issues related  to  1993-
initiated  federal investigations of prior billing practices  for
LabCorp's  predecessor  companies.  These  investigations,  which
were  part  of  a broad-based inquiry into industry-wide  billing
practices,  have resulted in settlements with a number  of  other
clinical  laboratories  to date and are  expected  to  result  in
additional settlements in the near future.

Ronald   B.  Sturgill,  Executive  Vice  President,  is  assuming
responsibilities as Chief Operating Officer until a successor  is
named.   Mr.  Sturgill,  whose current  responsibilities  include
Human Resources and the South Atlantic Operating Division,  is  a
25-year  veteran  of  the  Company and  the  clinical  laboratory
industry.

Laboratory  Corporation  of  America  Holdings  (LabCorp)  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.


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