UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 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       JUNE 30, 1997
                              -------------------------------------
                                        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              (I.R.S. Employer
     incorporation or organization)               Identification No.)

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

                         (910) 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  123,541,076
shares as of August 1, 1997, of which 61,329,256 shares are held by an indirect
wholly owned subsidiary of Roche Holding Ltd.

The  number  of warrants outstanding to purchase shares of the issuer's  common
stock  is  22,151,308 as of August 1, 1997, of which 8,325,000 are held  by  an
indirect wholly owned subsidiary of Roche Holding Ltd.


                                       
          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

                                             JUNE 30,           DECEMBER 31,
                                               1997                 1996
                                           ------------         ------------
   ASSETS                                  (Unaudited)
Current assets:
  Cash and cash equivalents                 $    30.8            $    29.3
  Accounts receivable, net                      518.1                505.6
  Inventories                                    40.9                 44.3
  Prepaid expenses and other                     23.0                 21.8
  Deferred income taxes                          60.9                 66.2
 Income taxes receivable                          --                  54.3
                                              -------              -------
 Total current assets                           673.7                721.5

Property, plant and equipment, net              260.4                282.9
Intangible assets, net                          874.1                891.1
Other assets, net                                25.8                 21.5
                                              -------              -------
                                            $ 1,834.0            $ 1,917.0
                                              =======              =======

   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                          $    52.6            $    65.7
  Accrued expenses and other                    159.7                168.4
  Current portion of long-term debt               --                  18.7
                                              -------              ------- 
 Total current liabilities                      212.3                252.8

Loan from affiliate                               --                 187.0
Revolving credit facility                        75.0                371.0
Long-term debt, less current portion            643.8                693.8
Capital lease obligation                          9.8                  9.8
Other liabilities                               140.3                144.5

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 June 30,
  1997, none issued and outstanding at
  December 31, 1996 (aggregate preference
  value of $218.2)                              212.5                  --

  Series B 8 1/2% Convertible Pay-in-Kind
  Preferred Stock, $0.10 par value, 5,636,798
  shares issued and outstanding at June 30,
  1997, none issued and outstanding at
  December 31, 1996(aggregate preference
  value of $281.8)                              275.3                  --

Stockholders' equity:
  Common stock, $0.01 par value; 520,000,000
  shares authorized; 123,541,076 shares
  and 122,935,080 shares issued and outstanding
  at June 30, 1997 and December 31, 1996,
  respectively                                    1.2                  1.2
Additional paid-in capital                      412.8                411.0
Accumulated deficit                            (149.0)              (154.1)
                                              -------              ------- 
 Total stockholders' equity                     265.0                258.1
                                              -------              -------     
                                            $ 1,834.0            $ 1,917.0
                                              =======              =======

           See notes to unaudited consolidated financial statements.


          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)


                                 SIX MONTHS ENDED    THREE MONTHS ENDED
                                     JUNE 30,             JUNE 30,
                                ------------------  ------------------
                                  1997      1996      1997      1996
                                -------   -------   -------   -------
Net sales                       $ 781.1   $ 813.9   $ 389.6   $ 410.0
Cost of sales                     548.9     603.8     271.7     300.5
                                 ------    ------    ------    ------
Gross profit                      232.2     210.1     117.9     109.5
Selling, general and
 administrative expenses          158.2     147.4      79.3      81.9
Amortization of intangibles
 and other assets                  15.4      14.8       7.7       7.5
Restructuring and non-
  recurring charges                  --      23.0        --      23.0
                                 ------    ------     ------   ------
Operating income (loss)            58.6      24.9      30.9      (2.9)
Other income (expense):
 Investment income                  1.4       0.9       0.6       0.2
 Interest expense                 (43.9)    (33.7)    (21.3)    (17.0)
                                 ------    ------    ------    ------ 
Earnings (loss) before income
  taxes                            16.1      (7.9)     10.2     (19.7)
Provision for income taxes          9.7       0.4       6.1      (5.5)
                                 ------    ------    ------    ------
Net earnings (loss)             $   6.4   $  (8.3)  $   4.1   $ (14.2)
                                 ======    ======    ======    ======
Preferred Stock dividends and
 accretion of mandatorily
 redeemable preferred stock         1.2        --       1.2       --
                                 ------    ------    ------    ------
Net earnings(loss) attributable
 to common stockholders         $   5.2   $  (8.3)  $   2.9   $ (14.2)
                                 ======    ======    ======    ======
Primary earnings (loss) per
 common share                   $  0.04   $ (0.07)  $  0.02   $ (0.12)
                                 ======    ======    ======    ====== 
Fully diluted earnings (loss)
 per common share               $  0.04   $ (0.07)  $  0.02   $ (0.12)
                                 ======    ======    ======    ====== 
Dividends per common share      $    --   $    --   $    --   $    --
                                 ======    ======    ======    ======


       See notes to unaudited consolidated financial statements.



          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)
                                                     SIX MONTHS ENDED
                                                         JUNE 30,
                                                    --------------------
                                                     1997          1996
                                                    -------      -------
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net earnings (loss)                                $  6.4       $ (8.3)

 Adjustments to reconcile net earnings (loss)
   to net cash provided by (used for)
   operating activities:
     Restructuring and non-recurring charges            --         23.0
     Depreciation and amortization                    43.8         42.4
     Deferred income taxes, net                        7.4         (6.0)
     Provision for doubtful accounts, net             (0.3)        11.4
 Change in assets and liabilities,
   net of effects of acquisitions:
     Increase in accounts receivable                 (12.2)       (56.1)
     Decrease (increase) in inventories                3.3         (1.5)
     Increase in prepaid expenses
      and other                                       (1.2)        (1.5)
     Change in income taxes
      receivable/payable, net                          59.4        22.5
     Decrease in accounts payable
      and other                                       (18.1)      (33.7)
     Payments for restructuring charges                (6.4)       (9.3)
     Payments for settlement and
      related expenses                                 (1.4)       (0.3)
     Other, net                                        (6.3)       (3.6)
                                                     ------      ------ 
Net cash provided by (used for)operating
   activities                                          74.4       (21.0)
                                                     ------      ------ 
CASH FLOWS FROM INVESTING ACTIVITIES:

 Capital expenditures                                  (7.8)      (33.9)
 Acquisitions of businesses                              --        (3.2)
                                                     ------      ------
 Net cash used for investing
   activities                                          (7.8)      (37.1)
                                                     ------      ------


                                  (continued)


          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)
                                                     SIX MONTHS ENDED
                                                         JUNE 30,
                                                   -------------------- 
                                                     1997         1996
CASH FLOWS FROM FINANCING ACTIVITIES:              -------      -------
  Proceeds from revolving credit facilities        $  25.0      $ 185.0
  Payments on revolving credit facilities           (321.0)       (80.0)
  Payment on loan from affiliate                    (187.0)          --
  Payments on long-term debt                         (68.8)       (33.3)
  Deferred payments on acquisitions                   (1.8)        (5.4)
  Net proceeds from sale of redeemable
    preferred stock                                  487.1           --
  Net proceeds from issuance of stock to
    employee stock plan                                1.4           --
                                                    ------       ------  
  Net cash provided by (used for) financing
    activities                                       (65.1)        66.3
  Net increase in cash and
    cash equivalents                                   1.5          8.2
  Cash and cash equivalents at
    beginning of year                                 29.3         16.4
                                                    ------       ------
  Cash and cash equivalents at
    end of period                                  $  30.8      $  24.6
                                                    ======       ======
Supplemental schedule of cash
- -----------------------------
  flow information:
  ----------------
    Cash paid(received)during the period for:
     Interest                                      $  46.1      $  35.7
     Income taxes                                    (60.7)       (16.2)

Disclosure of non-cash financing
- --------------------------------
  and investing activities:
  ------------------------
    Dividends declared and unpaid on
     Series A Preferred Stock                      $   0.5      $   --
    Pay-in-Kind dividends declared and
     unpaid on Series B Preferred Stock            $   0.7      $   --

In connection with business acquisitions,
- ----------------------------------------
  liabilities were assumed as follows:
  -----------------------------------
    Fair value of assets acquired                  $    --      $   7.9
                                                    ------       ------
    Cash paid                                           --         (3.2)
    Liabilities assumed                            $    --      $   4.7
                                                    ======       ======
                                       
                                                                              
           See notes to unaudited consolidated financial statements.


          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
             NOTES TO UNAUDITED 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  accompanying  consolidated condensed  financial  statements  of  the
Company and its subsidiaries are unaudited.  In the opinion of management,  all
adjustments (which include only normal recurring accruals) necessary for a fair
statement of the results of operations have been made.

2.   EARNINGS PER SHARE

      Primary earnings per share are based upon the weighted average number  of
shares  outstanding during the three- and six-months ended  June  30,  1997  of
122,935,080 shares and the weighted average number of shares outstanding during
the  three-  and six-months ended June 30, 1996 of 122,920,200 and  122,914,474
shares respectively.

      Fully diluted earnings per share are based on the weighted average number
of  shares outstanding during the three- and six-month periods ended  June  30,
1997  of  142,915,080  shares  and 132,980,273  shares,  respectively  and  the
weighted  average number of shares outstanding during the three- and  six-month
periods   ended   June   30,  1996  of  122,920,200  and  122,914,474   shares,
respectively.

      Supplementary primary earnings per share represents what primary earnings
per  share  would  have been if the Company's issuance of redeemable  preferred
stock  and related retirement of debt had taken place at the beginning  of  the
period.   Supplementary primary earnings per share are $(0.02) and $(0.05)  for
the   three-   and  six-month  periods  ending  June  30,  1997,  respectively.
Supplementary primary earnings per share was calculated for the three- and six-
month  periods  ended  June 30, 1997, by adjusting net income  attributable  to
common  shareholders  by  adding back interest, net  of  tax  ($4.2  and  $8.9,
respectively)   and   deducting   additional   dividends   ($9.6   and   $20.2,
respectively).

      On  March  3,  1997,  the  Financial Accounting  Standards  Board  issued
Statement  of  Financial Accounting Standards ("SFAS") No. 128,  "Earnings  per
Share," replacing Accounting Principles Board ("APB") Opinion No. 15, "Earnings
Per  Share."  SFAS No. 128 replaces "primary" and "fully diluted" earnings  per
share  ("EPS") under APB Opinion No. 15 with "basic" and "diluted" EPS.  Unlike
primary  EPS, basic EPS excludes the dilutive effects of options, warrants  and
other convertible securities.  Dilutive EPS reflects the potential dilution  of
securities  that  could share in the earnings of an entity,  similar  to  fully
diluted  EPS.   SFAS No. 128 is effective for years ending after  December  15,
1997  and  will require the restatement of prior year and quarter earnings  per
share calculations.  The implementation of SFAS No. 128 would have had no




          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

2.   EARNINGS PER SHARE - CONTINUED

significant impact on the calculation of earnings per share for the three- and
six-month periods ended June 30, 1997 and 1996.

3.   ISSUANCE OF REDEEMABLE PREFERRED STOCK

      On May 19, 1997 the Board of Directors of the Company declared a dividend
of  10,000,000 transferable subscription rights which were then issued pro rata
to holders of its common stock on May 29, 1997 entitling them to purchase up to
an aggregate of $500.0 of convertible preferred stock issuable in two series at
a  subscription  price of $50 per share (the "Preferred Stock Offering").   The
subscription  period  ended  on  June 16, 1997.   On  that  date,  rights  were
exercised  to  purchase  4,363,202  shares  of  8  1/2%  Series  A  Convertible
Exchangeable  Preferred  Stock  ("Series A") and 5,636,798  shares  of  8  1/2%
Series  B  Convertible  Pay-in-Kind Preferred Stock ("Series  B"),  each  at  a
subscription price of $50 per share.  Roche Holdings, Inc. ("Roche"), the owner
of  approximately  49.9%  of the Company's common stock,  exercised  its  basic
subscription privilege  in  full for 4,988,751  of  8 1/2% Series B Convertible
Pay-in-Kind  Preferred Stock and other rights holders purchased  the  remaining
5,011,249 shares.

      The  Series A is convertible at the option of the holder after  September
30, 1997 into common stock, will pay cash dividends and will be exchangeable on
or  after  June  30,  2000  at  the Company's option  for  8  1/2%  Convertible
Subordinated Notes due June 30, 2012. The Series B will be convertible  at  the
option  of the holder after June 30, 2000 into common stock, will pay dividends
in kind until June 30, 2003 and in cash thereafter and will not be exchangeable
for  notes.  The conversion rate for both series of preferred stock is  18.1818
shares  of common stock per share of preferred stock.  Each series of preferred
stock  will be mandatorily redeemable after June 30, 2012 at $50 per share  and
will  be  redeemable at the option of the Company after July 7, 2000 at  prices
declining from $52.83 to $50.00 in 2006 and thereafter.  Net proceeds from  the
Preferred  Stock Offering were $487.1 and were used to repay a loan from  Roche
Holdings  Ltd.,  including accrued interest, and to reduce amounts  outstanding
under the Company's term loan and revolving credit facilities.

      Offering  costs  of $12.9 were recorded against the aggregate  preference
value  of  the  preferred  stock  and will  be  accreted  over  fifteen  years.
Accretion for the second quarter of 1997 was $0.023.

4.   AMENDED AND RESTATED CREDIT AGREEMENT

      In  connection  with  a merger in April 1995 (the  "Merger")  with  Roche
Biomedical  Laboratories,  Inc.  ("RBL"), the Company  entered  into  a  credit
agreement  with  the  banks  named therein and  an  administrative  agent  (the
"Existing  Credit Agreement"), which made available to the Company a term  loan
facility  (the "Term Loan Facility") of $800.0 and a revolving credit  facility
(the "Revolving Credit Facility") of $450.0.




          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
                                       
4.   AMENDED AND RESTATED CREDIT AGREEMENT - CONTINUED

      In March 1997, the Company entered into an amended credit agreement which
became  effective upon completion of the Preferred Stock Offering discussed  in
Note  3,  following satisfaction of certain conditions precedent (the  "Amended
and  Restated  Credit Agreement").  The Amended and Restated  Credit  Agreement
makes  available to the Company an amended term loan Facility of $693.8 and  an
amended  revolving credit facility of $450.0 (the "Amended Term Loan  Facility"
and "Amended Revolving Credit Facility," respectively).

      The  senior  unsecured credit facilities under the Amended  and  Restated
Credit Agreement are composed of the Amended Term Loan Facility and the Amended
Revolving  Credit Facility.  The Amended Revolving Credit Facility  includes  a
$50.0  letter  of  credit sublimit.  The Amended and Restated Credit  Agreement
maturity dates are extended approximately three years for the Amended Term Loan
Facility  to  March  31,  2004 and approximately  two  years  for  the  Amended
Revolving Credit Facility to March 31, 2002.

      Both  the  Amended  Term Loan Facility and the Amended  Revolving  Credit
Facility bear interest, at the option of the Company, at (i) the base rate plus
the applicable base rate margin or (ii) the eurodollar rate plus the applicable
eurodollar rate margin. The Amended and Restated Credit Agreement provides that
in the event of a reduction of the percentage of Common Stock held by Roche and
its  affiliates  (other than the Company and its subsidiaries) below  25%,  the
applicable  interest margins and facility fees on borrowings outstanding  under
the  Amended  and Restated Credit Agreement will increase.  The amount  of  the
increase will depend, in part, on the leverage ratio of the Company at the time
of  such reduction. Future interest margins on borrowings outstanding under the
Amended and Restated Credit Agreement will be based upon the performance  level
of the Company as defined therein.

      Under  the  Amended and Restated Credit Agreement, maturities  under  the
Amended  Term  Loan Facility, after the payment of $50.0 from proceeds  of  the
Preferred  Stock Offering, aggregate $46.4 in 1999, $92.8 in 2000,  $139.2   in
2001 through 2003 and $87.0 in 2004.

      The  amounts  available under the Amended Revolving Credit  Facility  are
subject  to  certain mandatory permanent reduction and prepayment  requirements
and the Amended Term Loan Facility is subject to specified mandatory prepayment
requirements.   In the Amended and Restated Credit Agreement, required  amounts
are  first to be applied to repay scheduled Amended Term Loan Facility payments
until  the Amended Term Loan Facility is repaid in full and then to reduce  the
commitments and advances under the Amended Revolving Credit Facility.  Required
payments and reductions include (i) the proceeds of debt issuances, subject  to
certain exceptions; (ii) the proceeds of certain asset sales, unless reinvested
within  one year of the applicable asset sale in productive assets  of  a  kind
then  used or usable in the business of the Company and its subsidiaries; (iii)
the proceeds of sales of equity securities in excess of certain amount; and 




          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

4.   AMENDED AND RESTATED CREDIT AGREEMENT - CONTINUED

(iv) under certain circumstances,  a  percentage  of excess cash flow, as
calculated annually.

      The  Amended  and Restated Credit Agreement contains financial  covenants
with  respect  to  a  leverage ratio, an interest coverage  ratio  and  minimum
stockholders' equity.

      A  portion of the proceeds of the Preferred Stock Offering were  used  to
repay approximately $50.0 under the Amended Term Loan Facility and $242.0 under
the Amended Revolving Credit Facility.

5.   RESTRUCTURING CHARGES

      Following  the Merger in 1995, the Company determined that  it  would  be
beneficial to close Company laboratory facilities in certain geographic regions
where  duplicate Company and RBL facilities existed at the time of the  Merger.
In  addition,  in  1996  the Company decided to downsize  certain  finance  and
administrative  positions  in  La  Jolla,  California  in  order  to  eliminate
duplicative  functions.  In the second quarter of 1997 the  Company determined
that  approximately  $12.6  of these reserves were  excessive  due  largely  to
expected  proceeds  from subleases and asset disposals.  Also,  in  the  second
quarter  of  1997  the  Company decided to downsize  the  Winston-Salem,  North
Carolina  laboratory and redirect specimen volumes to other company  facilities
in  order to realize operational efficiencies. Restructuring charges related to
the closing of the Winston-Salem laboratory totaled $12.6.

      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, 1996  $  8.3    $   9.4          $   16.9       $ 34.6
     Non cash items           --       (2.5)               --         (2.5)
     Cash payments          (4.8)      (0.1)             (1.0)        (5.9)
     Excess reserves        (1.7)      (5.6)             (5.3)       (12.6)
     Winston-Salem
      closure                2.7        2.6               7.3         12.6
                           -----     ------           -------        ----- 
     Balance at
      June 30, 1997       $  4.5    $   3.8          $   17.9       $ 26.2
                           =====     ======           =======        =====      

     Current                                                        $ 17.1
     Non-current                                                       9.1
                                                                     -----
                                                                    $ 26.2
                                                                     =====




          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN MILLIONS)
                                       
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  operation
decisions  and  assessing performance.  Management has not  yet  completed  its
assessment  of  how  these  standards will impact  existing  disclosures.   The
Company intends to comply with these standards in 1998.




          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)
          
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, 1996,
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.
          
      In  the  last several years, the Company's business has been affected  by
significant government regulation, price competition and increased influence of
managed care organizations resulting from payors' efforts to control the  cost,
utilization  and  delivery  of health care services.   As  a  result  of  these
factors, the Company's profitability has been impacted by changes in the volume
of  testing,  the prices and costs of its services, the mix of payors  and  the
level of bad debt expense.

      Management  expects  that  price erosion and  utilization  declines  will
continue  to  negatively impact net sales and results  of  operations  for  the
foreseeable future, particularly as a result of anticipated growth  in  managed
care.  Since the third quarter of 1996, the Company has expanded its efforts to
improve the profitability of new and existing business in an attempt to counter
the effects of such price erosion. To date this effort has focused primarily on
reviewing  existing contracts, including those with managed care organizations,
and selectively repricing or discontinuing business with existing accounts that
perform  below Company expectations.  The Company believes that as a result  of
this  effort,  the first two quarters of 1997 were the first  quarters  in  two
years  that  the Company's price per accession increased versus the  comparable
prior  year quarters.  The Company is also targeting price increases in certain
areas, such as specialty and niche testing, which have not seen price increases
since  1995.   Although  such increases have adversely  affected  volumes,  the
Company  believes that such measures along with other cost reduction  programs,
will improve its overall profitability.  There can be no assurance, however, of
the  timing  or  success of such measures  or that the Company  will  not  lose
market share as a result of these measures.  Also, the Company is reviewing its
sales organization and expects to modify its commission structure so that 




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

compensation  is tied  more directly  to the profitability  of retained and new
business instead of the current practice  of  basing commissions  primarily  on
revenue generated.  Finally, it is the objective  of  management  to  partially
offset any increases in cost of sales as a percentage of net sales and selling,
general and administrative expenses as  a percentage of net  sales through cost
savings  the Company expects  to  realize through comprehensive  cost reduction
programs.  The Company continues to review alternatives relating  to regions of
the country and certain businesses where profitability is not reaching internal
goals and may consolidate operations or enter into joint ventures,alliances, or
asset  swaps with interested  parties  in  order to maximize regional operating
efficiencies.

      Many  market-based  changes  in  the clinical  laboratory  business  have
occurred,  most  involving  the  shift away from  traditional,  fee-for-service
medicine  to  managed-cost health care.  The growth of the managed care  sector
presents  various  challenges  to the Company and  other  independent  clinical
laboratories.  Managed care providers typically contract with a limited  number
of  clinical laboratories and negotiate discounts to the fees charged  by  such
laboratories  in an effort to control costs.  Such discounts have  resulted  in
price erosion and have negatively impacted the Company's operating margins.  In
addition,  managed care providers have used capitated payment contracts  in  an
attempt to promote more efficient use of laboratory testing services.  Under  a
capitated  payment  contract,  the clinical laboratory  and  the  managed  care
provider agree to a per month payment to cover all laboratory tests during  the
month, regardless of the number or cost of the tests actually performed.   Such
contracts also shift the risks of additional testing beyond that covered by the
capitated  payment  to the clinical laboratory.  The increase  in  managed-cost
health  care  has  also resulted in declines in the utilization  of  laboratory
testing services.

      In  addition, Medicare (which principally serves patients 65 and  older),
Medicaid  (which  principally  serves indigent patients),  and  insurers  have
increased their efforts to control the cost, utilization and delivery of health
care  services.   Measures  to regulate health care  delivery  in  general  and
clinical  laboratories in particular have resulted in reduced prices and  added
costs  and decreasing test utilization for the clinical laboratory industry  by
increasing   complexity   and   adding  new   regulatory   and   administrative
requirements.   In  1984,  Congress established a  Medicare  fee  schedule  for
clinical laboratory services performed for patients covered under Part B of the
Medicare  program.  Subsequently, Congress imposed a national  ceiling  on  the
amount  that  can be paid under the fee schedule.  Since the 1984 establishment
of  Medicare  fee schedules, Congress has periodically reduced the ceilings  on
Medicare  reimbursement  to  clinical laboratories from  previously  authorized
  




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

levels.  In early August, Congress passed and the President signed the Balanced
Budget  Act of 1997 ("BBA"), which includes a provision that reduces, effective
January  1,  1998,  the  Medicare national limitations from  76%  of  the  1984
national median to 74% of the national median.  An additional provision in  the
BBA freezes the Consumer Price Index update for five years.

      As  part  of an examination of industry wide clinical laboratory  billing
practices  begun  in  1993  by  the Office of  the  Inspector  General  of  the
Department  of Health and Human Services ("OIG"), the United States  Department
of Justice ("DOJ"), and other federal and state investigators, certain billings
for  tests performed by LabCorp predecessor companies Allied, NHL, and RBL were
also reviewed.  These investigations were part of a broad based federal inquiry
into  Medicare and related billings that have resulted in financial settlements
with  a  number  of  other clinical laboratories.  On November  21,  1996,  the
Company  reached a settlement with OIG and the DOJ regarding the prior  billing
practices  of  various of its predecessor companies.  The Company settled  this
matter  without an admission of fault.  Consistent with this overall settlement
the  Company paid $187 to the Federal Government (the "Settlement Payment")  in
December 1996 with proceeds from a loan from Roche Holdings, Inc. ("Roche").
          
RESULTS OF OPERATIONS

THREE  MONTHS  ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS  ENDED  JUNE  30,
1996.

     Net sales for the three months ended June 30, 1997 were $389.6, a decrease
of  approximately 5% from $410.0 reported in the comparable 1996 period.  Sales
declined  approximately  7% as a result of lower testing  volume,  which  is  a
result  of industry-wide trends as well as the Company's program of selectively
eliminating unprofitable accounts and carefully evaluating the acceptability of
new  business.   The  decline  in  sales resulting  from  volume  declines  was
partially offset by an increase in price per accession of approximately 2% from
the  comparable  1996 period.  The increase in the price per  accession  was  a
direct  result  of  the  Company's effort to negotiate better  pricing  on  new
contracts,  raising  prices on existing contracts  that  do  not  meet  Company
profitability targets and other price increases.

     Cost of sales, which includes primarily laboratory and distribution costs,
was  $271.7 for the three months ended June 30, 1997 compared to $300.5 in  the
corresponding  1996  period,  a decrease of $28.8.   Cost  of  sales  decreased
approximately $20.8 due to the decrease in volume, approximately $0.9 due to  a
decrease in salaries and benefits and approximately $10.0 primarily relating to
data  processing supplies, request forms, freight and consulting  fees  expense
categories  as  a  result  of  the Company's cost  reduction  programs.   These
decreases  were  partially offset by an increase in salaries due  to  scheduled
salary increases and an increase in outside reference  testing expenses and 



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

supply costs resulting primarily from an  increase  in volume in the Company's
specialty and niche testing areas.  Cost of sales as a percentage of net sales
was  69.7%  for  the  three  months  ended  June 30,  1997 and 73.3% in the
corresponding 1996 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 decreased to $79.3  for  the
three  months ended June 30, 1997 from $81.9 in the same period in  1996.   The
primary  reason  for the decrease is a decrease of $2.1 in  the  provision  for
doubtful  accounts.  The Company recorded an additional $10.0 of provision  for
doubtful  accounts in the second quarter of 1996. This decrease  was  partially
offset by additional costs, primarily salaries and consulting fees incurred  to
address billing issues. The provision for doubtful accounts, before the special
charge  of  $10.0 booked in the second quarter of 1996, increased approximately
$7.9  or  2%  of net sales, from the comparable 1996 period.  The  increase  is
primarily  a  result  of  the  growth  in accounts  receivable  resulting  from
increased  medical  necessity and related diagnosis code  requirements  of  the
Medicare  program  and  various  third-party  payors  and  integration   issues
following the merger with Roche Biomedical Laboratories, Inc. ("RBL") primarily
resulting  from  maintaining and consolidating multiple  billing  systems.  See
"Liquidity  and  Capital Resources". These increases were partially  offset  by
decreases in selling expenses resulting from the decrease in net sales.   As  a
percentage  of  net  sales, selling, general and administrative  expenses  were
20.3%   and  20.0%  for  the  three  months  ended  June  30,  1997  and  1996,
respectively.   The  increase  in  the  selling,  general  and   administrative
percentage primarily resulted from the factors noted above.

      The increase in amortization of intangibles and other assets to $7.7  for
the  three months ended June 30, 1997 from $7.5 in the corresponding period  in
1996 primarily resulted from small acquisitions completed in 1996.

      Net  interest expense was $20.7 for the three months ended June 30,  1997
compared  with $16.8 for the same period in 1996. The change resulted primarily
from  increased  borrowings resulting from lower collection rates  on  accounts
receivable  and  a loan from Roche Holdings Inc., which was  used  to  pay  the
Settlement  Payment.  See "Overview". Roche holds approximately  49.9%  of  the
Company's outstanding common stock.

      The  provision for income taxes as a percentage of earnings before  taxes
for  the three months ended June 30, 1997 is not comparable to the three months
ended  June  30,  1996  due to restructuring charges in  1996.   The  Company's
effective tax rate is significantly impacted by non-deductible amortization  of
intangible  assets.   As  earnings before income  taxes  decreases,  this  non-
deductible  amortization increases in proportion to such earnings resulting  in
an increase in the effective tax rate.



                                       
          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)
          
SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996.

      Net  sales for the six months ended June 30, 1997 were $781.1, a decrease
of  approximately 4% from $813.9 reported in the comparable 1996 period.  Sales
declined  approximately  6% as a result of lower testing  volume,  which  is  a
result  of industry-wide trends as well as the Company's program of selectively
eliminating unprofitable accounts and carefully evaluating the acceptability of
new  business.   The  decline  in  sales resulting  from  volume  declines  was
partially offset by an increase in price per accession of approximately 2% from
the  comparable  1996 period.  The increase in the price per  accession  was  a
direct  result  of  the  Company's effort to negotiate better  pricing  on  new
contracts,  raising  prices on existing contracts  that  do  not  meet  Company
profitability targets and other price increases.

     Cost of sales, which includes primarily laboratory and distribution costs,
was  $548.9  for the six months ended June 30, 1997 compared to $603.8  in  the
corresponding  1996  period,  a decrease of $54.9.   Cost  of  sales  decreased
approximately $34.8 due to the decrease in volume, approximately $16.0 due to a
decrease in salaries and benefits and approximately $15.9 primarily relating to
data  processing  supplies, request forms and freight expense categories  as  a
result  of  the  Company's  cost  reduction  programs.   These  decreases  were
partially  offset by an increase in salaries due to scheduled salary  increases
and  an  increase  in  outside  reference testing  expenses  and  supply  costs
resulting  primarily from an increase in volume in the Company's specialty  and
niche testing areas.  Cost of sales as a percentage of net sales was 70.3%  for
the  six months ended June 30, 1997 and 74.2% in the corresponding 1996 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 $158.2 for  the
six  months  ended June 30, 1997 from $147.4 in the same period in  1996.   The
primary  reason for the increase in these expenses is due to additional  costs,
primarily  salaries, consulting fees and the provision for  doubtful  accounts,
incurred  to  address  billing  issues. The  provision  for  doubtful  accounts
increased  approximately  $5.3 or 1% of net sales,  from  the  comparable  1996
period.   The  increase  is  primarily a  result  of  the  growth  in  accounts
receivable  resulting  from increased medical necessity and  related  diagnosis
code  requirements of the Medicare program and various third-party  payors  and
integration  issues  following  the merger with RBL  primarily  resulting  from
maintaining  and  consolidating multiple billing systems.  See  "Liquidity  and
Capital  Resources".   These increases were partially offset  by  decreases  in
selling expenses resulting from the decrease in net sales.  As a percentage  of
net  sales, selling, general and administrative expenses were 20.3%  and  18.1%



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

for the six months ended June 30, 1997 and 1996, respectively.  The increase in
the selling, general and administrative percentage primarily resulted from the
factors noted above.

      The increase in amortization of intangibles and other assets to $15.4 for
the  six  months ended June 30, 1997 from $14.8 in the corresponding period  in
1996 primarily resulted from small acquisitions completed in 1996.

      Net  interest  expense was $42.5 for the six months ended June  30,  1997
compared  with $32.8 for the same period in 1996. The change resulted primarily
from  increased  borrowings resulting from lower collection rates  on  accounts
receivable  and  the loan from Roche Holdings, Inc., which  was used to pay the
Settlement Payment.  See "Overview".

      The  provision for income taxes as a percentage of earnings before  taxes
for  the  six  months ended June 30, 1997 is not comparable to the  six  months
ended  June  30,  1996  due to restructuring charges in  1996.   The  Company's
effective tax rate is significantly impacted by non-deductible amortization  of
intangible  assets.   As  earnings before income  taxes  decreases,  this  non-
deductible  amortization increases in proportion to such earnings resulting  in
an increase in the effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities (after payment of settlement and
related expenses of $1.4 and $0.3 for the three months ended June 30, 1997  and
1996,  respectively) was $74.4 and $(21.0) for the three months ended June  30,
1997  and  June  30,  1996,  respectively.  The  increase  in  cash  flow  from
operations  primarily resulted from an income tax refund.  Capital expenditures
were  $7.8  and  $33.9  for 1997 and 1996, respectively.  The  Company  expects
capital  expenditures  to be approximately $50.0 in 1997  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.

     Increased medical necessity and related diagnosis code requirements of the
Medicare program were placed on the Company by certain third-party carriers  in
late  1995  and  additional requirements were placed  on  the  Company  at  the
beginning of 1996.  The Company experienced lower collection rates as a  result
of  these  more  stringent requirements.  In addition, increased difficulty  in
collecting  amounts  due  from  private insurance carriers,  including  certain
managed  care  plans,  has  negatively  impacted  cash  flow  from  operations.
Finally,  integration issues following the merger in 1995 with  RBL  have  also
resulted  in increased accounts receivable balances as a result of the  Company
maintaining  and  consolidating  multiple  billing  information  systems.   The
Company currently has plans in place to stabilize collection rates and improve 




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

the collection of accounts receivable.   In  the second  quarter  of  1997, the
Company's collection rate, as measured by the number of days sales outstanding,
remained flat with the first quarter of 1997.  However,  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.

      On May 19, 1997 the Board of Directors of the Company declared a dividend
of 10,000,000 transferable subscription rights, which were then issued pro rata
to holders of its common stock on May 29, 1997 entitling them to purchase up to
an aggregate of $500.0 of convertible preferred stock issuable in two series at
a  subscription  price of $50 per share (the "Preferred Stock  Offering").  The
subscription  period  ended  on  June 16, 1997.   On  that  date,  rights  were
exercised  to  purchase  4,363,202  shares  of  8  1/2%  Series  A  Convertible
Exchangeable Preferred Stock ("Series A") and 5,636,798 shares of 8 1/2% Series
B  Convertible Pay-in-Kind Preferred Stock ("Series B"), each at a subscription
price  of $50 per share. Roche Holdings, Inc., the owner of approximately 49.9%
of  the  Company's common stock, exercised its basic subscription privilege  in
full for 4,988,751 of Series B and other rights holders purchased the remaining
5,011,249 shares.

      The  Series A is convertible at the option of the holder after  September
30, 1997 into common stock, will pay cash dividends and will be exchangeable on
or  after  June  30,  2000  at  the Company's option  for  8  1/2%  Convertible
Subordinated Notes due 2012 at a rate of $50 principal amount of notes for each
share  of the Series A.  The Series B will be convertible at the option of  the
holder after June 30, 2000 into common stock, will pay dividends in kind  until
June  30,  2003 and in cash thereafter and will not be exchangeable for  notes.
The  conversion rate for both series of preferred stock will be 18.1818  shares
of  common stock per share of preferred stock.  Each series of preferred  stock
will  be mandatorily redeemable in 2012 at $50 per share and will be redeemable
at the option of the Company after July 7, 2000 at prices declining from $52.83
to  $50.00  in  2006  and thereafter.  Net proceeds from  the  Preferred  Stock
Offering  were  $487.1 and were used to repay a loan from Roche Holdings,  Inc.
including  accrued  interest  and  to  reduce  amounts  outstanding  under  the
Company's term loan and revolving credit facilities.

      In  connection with a merger in April 1995 with RBL, the Company  entered
into  a  credit  agreement with the banks named therein and  an  administrative
agent (the "Existing Credit Agreement"), which made available to the Company  a
term  loan facility (the "Term Loan Facility") of $800.0 and a revolving credit
facility (the "Revolving Credit Facility") of $450.0.




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

      In March 1997, the Company entered into an amended credit agreement which
became  effective  upon completion of the Preferred Stock  Offering,  following
satisfaction of certain conditions precedent (the "Amended and Restated  Credit
Agreement").  The Amended and Restated Credit Agreement made available  to  the
Company an amended term loan Facility of $693.8 and an amended revolving credit
facility  of  $450.0  (the "Amended Term Loan Facility" and "Amended  Revolving
Credit Facility," respectively).

      The  senior  unsecured credit facilities under the Amended  and  Restated
Credit Agreement are composed of the Amended Term Loan Facility and the Amended
Revolving  Credit Facility.  The Amended Revolving Credit Facility  includes  a
$50.0 letter of credit sublimit.

      The  Amended  and Restated Credit Agreement maturity dates  are  extended
approximately three years for the Amended Term Loan Facility to March 31,  2004
and  approximately two years for the Amended Revolving Credit Facility to March
31, 2002.

      Both  the  Amended  Term Loan Facility and the Amended  Revolving  Credit
Facility bear interest, at the option of the Company, at (i) the base rate plus
the applicable base rate margin or (ii) the eurodollar rate plus the applicable
eurodollar rate margin. The Amended and Restated Credit Agreement provides that
in the event of a reduction of the percentage of Common Stock held by Roche and
its  affiliates  (other than the Company and its subsidiaries) below  25%,  the
applicable  interest margins and facility fees on borrowings outstanding  under
the  Amended  and Restated Credit Agreement will increase.  The amount  of  the
increase will depend, in part, on the leverage ratio of the Company at the time
of such reduction.  Future interest margins on borrowings outstanding under the
Amended and Restated Credit Agreement will be based upon the performance  level
of the Company as defined therein.

      Under  the  Amended and Restated Credit Agreement, maturities  under  the
Amended  Term  Loan Facility, after the payment of $50.0 from proceeds  of  the
Preferred  Stock Offering, aggregate $46.4 in 1999, $92.8 in 2000,  $139.2   in
2001 through 2003 and $87.0 in 2004.

      The  amounts  available under the Amended Revolving Credit  Facility  are
subject  to  certain mandatory permanent reduction and prepayment  requirements
and the Amended Term Loan Facility is subject to specified mandatory prepayment
requirements.   In the Amended and Restated Credit Agreement, required  amounts
are  first to be applied to repay scheduled Amended Term Loan Facility payments
until  the Amended Term Loan Facility is repaid in full and then to reduce  the
commitments and advances under the Amended Revolving Credit Facility.  Required
payments and reductions include (i) the proceeds of debt issuances, subject  to
certain exceptions; (ii) the proceeds of certain asset sales, unless reinvested
within  one year of the applicable asset sale in productive assets  of  a  kind
then used or usable in the business of the Company and its subsidiaries; (iii) 



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

the proceeds of sales of equity securities in excess of certain amounts; and 
(iv) under certain circumstances, a percentage of excess cash flow, as
calculated annually.

      The  Amended  and Restated Credit Agreement contains financial  covenants
with  respect  to  a  leverage ratio, an interest coverage  ratio  and  minimum
stockholders' equity.

      A  portion of the proceeds of the Preferred Stock Offering were  used  to
repay approximately $50.0 under the Amended Term Loan Facility and $242.0 under
the Amended Revolving Credit Facility.

      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  flow  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.

     The Company is a party to interest rate swap agreements with certain major
financial  institutions, rated A or better by Moody's Investor Service,  solely
to  manage  its interest rate exposure with respect to $600.0 of  its  floating
rate debt under the Term Loan Facility.  The agreements effectively change  the
interest  rate  exposure on $600.0 of floating rate debt to a weighted  average
fixed  interest rate of 6.01%, through requiring that the Company pay  a  fixed
rate  amount in exchange for the financial institutions paying a floating  rate
amount.  Amounts paid by the Company in the six months ended June 30, 1997 were
not  significant.  The notional amounts of the agreements are used  to  measure
the interest to be paid or received and do not represent the amount of exposure
to  credit  loss.  These agreements mature in September  1998.   The  estimated
unrealized loss on such agreements was approximately $(1.0) at July 31, 1997.




          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

                          PART II - OTHER INFORMATION
                                       
Item 1.   Legal Proceedings
                     
                The  Company  is involved in certain claims and  legal  actions
          arising  in  the  ordinary course of business.   In  the  opinion  of
          management,   based  upon  the  advice  of  counsel,   the   ultimate
          disposition of these matters will not have a material adverse  effect
          on  the  financial position or results of operations of the  Company.
          In   addition,   the   Company  has  recently   been   contacted   by
          representatives of certain insurance companies and individuals  in  a
          purported  class  action,  who  have  asserted  claims  for   private
          reimbursement,  which are similar to the Government  claims  recently
          settled.   The  Company  is carefully evaluating  these  claims,  and
          although  there  can  be  no assurance, based  upon  the  information
          currently  available  to it, management does  not  believe  that  the
          ultimate outcome of these claims will have a material adverse  effect
          on  its financial condition.  However, due to the early stage of such
          claims, management cannot make an estimate of loss or predict whether
          or  not  such  claims  will have a material  adverse  effect  on  the
          Company's results of operations in any particular period.


Item 4.   REPORT OF THE INSPECTOR OF ELECTION

      On  June  25, 1997 the Company held its 1997 annual meeting.   The  final
tabulation of the votes cast at the meeting was as follows:

                                                 FOR            WITHHELD
                                                 ---            --------
ELECTION OF THE MEMBERS
OF THE BOARD OF DIRECTORS:
     American Stock Transfer & Trust Company
          Thomas P. Mac Mahon                70,445,440         512,726
          James B. Powell, MD                70,439,637         518,529
          Jean-Luc Belingard                 70,445,440         512,726
          Wendy E. Lane                      70,445,440         512,726
          Robert E. Mittelstaedt, Jr.        70,445,440         512,726
          David B. Skinner, MD               70,335,440         512,726
          Andrew G. Wallace, MD              69,734,728       1,223,438


     Individual votes cast at the meeting
          Thomas P. Mac Mahon                    17,996               0
          James B. Powell, MD                    17,996               0
          Jean-Luc Belingard                     17,996               0
          Wendy E. Lane                          17,996               0
          Robert E. Mittelstaedt, Jr.            17,996               0
          David B. Skinner, MD                   17,996               0
          Andrew G. Wallace, MD                  17,996               0



          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

Item 4.   REPORT OF THE INSPECTOR OF ELECTION - Continued

                                                    VOTES      VOTES    VOTES
                                                    -----      -----    -----
                                                    FOR       AGAINST  ABSTAINED
                                                    ---       -------  ---------
Approval to amend Article Fourth of the
Certificate of Incorporation to increase
the number of authorized shares to 
520,000,000 shares of common stock and
30,000,000 shares of preferred stock:
   American Stock Transfer & Trust Company      69,247,213   1,637,795   73,158 
   Individual votes cast at the meeting             17,996           0        0

Approval and adoption of an amendment to the
Laboratory Corporation of America Holdings
1995 Stock Plan for Non-Employee Directors to
increase the number of common shares issuable 
by 300,000:
    American Stock Transfer & Trust Company    70,107,833      600,377  249,956
    Individual votes cast at the meeting           17,996            0        0

Approval and adoption of the Laboratory
Corporation of America Holdings 1997
Stock Option Plan:
   American Stock Transfer & Trust Company     66,508,605    4,199,656  249,905
   Individual votes cast at the meeting            17,996            0        0

Ratification of the appointment of Price
Waterhouse LLP as the Company's
independent auditors for the fiscal year
ending December 31, 1997:
    American Stock Transfer & Trust Company    70,831,013      74,690    52,463
    Individual votes cast at the meeting           17,996           0         0

Item 6.   Exhibits and Reports on Form 8-K
                     
          (a)  Exhibits
               4.1       Certificate of Designation of the 8 1/2% Series A
                         Convertible Exchangeable Preferred Stock.*
                     
               4.2       Certificate of Designation of the 8 1/2% Series B
                         Convertible Pay-in-Kind Preferred Stock.*
                     
               27        Financial Data Schedule (electronically filed version
                         only).
                     
          (b)  Reports on Form 8-K
               (1)  A current report on Form 8-K dated  May 20, 1997 was filed
                    on May 20, 1997, by the registrant, in connection with the
                    filing of Amendment No. 3 to its Registration Statement on
                    Form S-3 originally filed with the Securities and Exchange
                    Commission on February 27,1997 (Registration No.333-22427).







          LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

Item 6.   Exhibits and Reports on Form 8-K - Continued

                (2)  A current report on Form 8-K dated June 19, 1997 was filed
                     on June 20, 1997,  by the registrant,  in connection with
                     the  press  release  dated  June 19, 1997  announcing the
                     successful completion of its rights offering.
                     
- ------------------
  
*    Filed on April 11, 1997 as part of Registration Statement on Form S-3/A
     (File No. 333-22427) with the Securities and Exchange Commission and
     incorporated herein by reference.




                              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:     August 14, 1997




 

5 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. 0000920148 LABORATORY CORPORATION OF AMERICA HOLDINGS 1000 6-MOS DEC-31-1997 JUN-30-1997 30,800 0 636,100 118,000 40,900 673,700 450,200 187,700 1,834,000 212,300 718,800 487,800 0 1,200 263,800 1,834,000 781,100 781,100 548,900 548,900 173,600 0 43,900 16,100 9,700 6,400 0 0 0 6,400 0.04 0.04