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 21, 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 4. Changes is Registrant's Certifying Accountant

      On  April  21,  1997,  Laboratory Corporation of America  Holdings  (the
"Company")  advised  KPMG  Peat  Marwick LLP ("KPMG")  that  the  Company  was
discontinuing KPMG's services as the Company's independent accountants and has
engaged Price Waterhouse LLP ("Price Waterhouse") as the Company's independent
accountants.  The decision to discontinue the services of KPMG and  to  engage
Price  Waterhouse  was  approved  by the  Audit  Committee  of  the  Board  of
Directors.

      KPMG's  report on the financial statements of the Company for the  years
ended  December  31,  1996 and 1995 did not contain an adverse  opinion  or  a
disclaimer  of  opinion and was not qualified or modified as  to  uncertainty,
audit scope or accounting principles.

      To  the knowledge of the management and Audit Committee of the Board  of
Directors  of  the  Company, in connection with the audits  of  the  Company's
financial  statements for each of the years ended December 31, 1995 and  1996,
and  subsequent interim period, there were no disagreements with KPMG  on  any
matters  of accounting principles or practices, financial statement disclosure
or  auditing scope and procedure which, if not resolved to the satisfaction of
KPMG, would have caused KPMG to make reference to the matter in its report.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

  (c) Exhibit
                                       
      16  Letter dated April 21, 1997, from KPMG Peat Marwick LLP to the
          Securities and Exchange Commission
         


                              
                                  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/ WESLEY R. ELINGBURG
                                 ---------------------------
                                     Wesley R. Elingburg
                                     Executive Vice President,
                                     Chief Financial Officer and
                                     Treasurer
                                     (Principal Financial Officer
                                     and Principal Accounting
                                     Officer)
                              
                              
                              
Date: April 24, 1997



                                                                    Exhibit 16



[KPMG Peat Marwick LLP letterhead]





April 21, 1997



Securities and Exchange Commission
Washington, D.C. 20549


Ladies and Gentlemen:

We were previously principal accountants for Laboratory Corporation of America
Holdings and, under the date of February 14, 1997, except for notes 9 and 10
as to which the date is March 31, 1997, we reported on the consolidated
financial statements of Laboratory Corporation of America Holdings and
subsidiaries as of and for the years ended December 31, 1996 and 1995.  On
April 21, 1997, our appointment as principal accountants was terminated.  We
have read Laboratory Corporation of America Holding's statements included
under Item 4 of its Form 8-K dated April 21, 1997, and we agree with such
statements, except that we are not in a position to agree or disagree with
Laboratory Corporation of America Holding's statement that the change was
approved by the Audit Committee of the Board of Directors.

Very truly yours,


/s/ KPMG PEAT MARWICK LLP