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 22, 1999
                       ---------------
              (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)
                              

                              
                              
ITEM 5. OTHER EVENTS

On April 22, 1999, the Company issued a press release
announcing operating results of the Company for the quarter
ended March 31, 1999.  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)  Exhibit
      20  Press release of the Company dated
          April 22, 1999.



                         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: May 7, 1999



                        
Laboratory Corporation of America-Registered Trademark- Holdings
358 South Main Street
Burlington, NC   27215
Telephone:  336-584-5171

FOR IMMEDIATE RELEASE
- ---------------------                                  
Contact:  336-584-5171                      Shareholder Direct: 800-LAB-0401
- -------                                     ------------------ 
Media - Cynthia Jay, Ext. 5052                               www.labcorp.com
Investors - Pamela Sherry, Ext. 4855
                                  
                                  
   LABORATORY CORPORATION OF AMERICA-REGISTERED TRADEMARK- REPORTS
                        FIRST QUARTER RESULTS
                                  
                                  
Burlington, NC, April 22, 1999 - Laboratory Corporation of  America-
Registered Trademark- Holdings (LabCorp-Registered Trademark-) (NYSE:
LH) today announced results for the quarter ended March 31, 1999.

Net sales for the first quarter were $417.9 million, operating income
was  $34.3 million, and net income was $14.1 million.  The basic  and
diluted  earnings per common share (after deducting  preferred  stock
dividends)  were  $0.02.   This compares with  net  sales  of  $387.7
million,  operating  income  of $29.4 million,  net  income  of  $9.3
million,  and  a  basic  and diluted loss  per  common  share  (after
deducting  preferred stock dividends) of ($0.01) for the same  period
in 1998.

The  7.8 percent increase in net sales is the result of a 4.4 percent
increase  in  price  and  a 3.4 percent increase  in  volume.   These
increases  resulted from continued momentum achieved  by  appropriate
pricing  and focusing on growing the base business, as well as  high-
value  and  specialized  testing.  Growth  initiatives  in  strategic
acquisitions and new alliances also improved positioning in sales and
service capacity.

Earnings  before  interest,  taxes,  depreciation,  and  amortization
(EBITDA)  was  $55.4 million for the first quarter of 1999,  or  13.3
percent  of net sales, versus $50.2 million, or 13.0 percent  of  net
sales,  for the comparable period in 1998.  Operating cash  flow  for
the quarter was $25.1 million.



"We  are pleased with the progress in our financial performance which
resulted  from  ongoing,  successful  strategies  to  strengthen  our
customer base and broaden our testing and service capabilities," said
Thomas P. Mac Mahon, president and chief executive officer.  "We  are
especially pleased with the demand from the medical community for our
genotyping and phenotyping testing, which is critically important for
optimizing the treatment of HIV/AIDS patients."

The Company noted that each of the above forward-looking statements
was subject to change based on various important factors, including
without limitation, competitive actions in the marketplace and
adverse actions of governmental and other third-party payors.
Further information on potential factors that could affect the
Company's financial results is included in the Company's Form 10-K
for the year ended December 31, 1998.

Laboratory Corporation of America-Registered Trademark- Holdings
(LabCorp-Registered Trademark-) is a national clinical laboratory
with annual revenues of $1.6 billion in 1998.  With 18,000 employees
and over 100,000 clients nationwide, the company offers more than
2,000 clinical tests, ranging from simple blood analyses to more
sophisticated technologies. Included in LabCorp's network of 25 major
laboratories are three Centers of Excellence.  The Center for
Molecular Biology and Pathology, in Research Triangle Park (RTP),
North Carolina, develops applications for polymerase chain reaction
(PCR) technology.  Its Center for Occupational Testing in RTP is the
world's largest substance abuse testing facility, and the Center for
Esoteric Testing in Burlington, North Carolina, performs the largest
volume of rare analyses in the network.  LabCorp's clients include
physicians, state and federal governments, managed care
organizations, hospitals, clinics, long-term care facilities,
companies, and other clinical laboratories.
                                  
                                  
                                  
                                  
                           - End of Text -
                                  
                         - Table to Follow -




             LABORATORY CORPORATION OF AMERICA HOLDINGS
                  SUMMARIZED FINANCIAL INFORMATION
            (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

                                                     (Unaudited)
                                                  Three Months Ended
                                                       March 31,
                                               -------------------------- 
                                               1999              1998
                                               --------------------------
STATEMENT OF OPERATIONS DATA:
                                                         
Net sales                                       $ 417.9         $ 387.7
Cost of sales                                     266.5           255.7
Selling, general and administrative               109.2            95.0
Amortization of intangibles and other assets        7.9             7.6
                                                -------         -------
Operating income                                   34.3            29.4
                                                =======         =======
Earnings before income taxes                       22.8            18.8

Provision for income taxes                          8.6             9.5
                                                -------         -------
Net earnings                                       14.1             9.3

Less preferred stock dividends and accretion
  of mandatorily redeemable preferred stock        11.2            11.2
                                                -------         -------
Net income (loss) attributable to common
  shareholders                                  $   2.9         $  (1.9)
                                                =======         =======   
Basic and diluted earnings (loss) per 
  share (1)                                     $   0.02        $  (0.01)
                                                ========        ========
(1) Basic and diluted earnings (loss) per common share are based on the weighted average number of shares outstanding during the three- month period ended March 31, 1999, of 126,139,466 shares, and the weighted average number of shares outstanding during the three-month period ended March 31, 1998, of 124,397,655 shares. (Unaudited) Three Months Ended Year Ended March 31, December 31, ------------------ --------------- 1999 1998 ------------------ --------------- BALANCE SHEET DATA: Cash and cash equivalents $ 16.3 $ 22.7 Accounts receivable, net 383.6 375.4 Property, plant & equipment 260.4 259.2 Intangible assets, net 827.4 836.2 Other assets 150.7 147.4 -------- --------- $ 1,638.4 $ 1,640.9 ========= ========= Total bank debt $ 632.2 $ 643.8 Other liabilities 314.8 315.9 Redeemable preferred stock 533.3 526.8 Shareholders' equity 158.1 154.4 --------- --------- $ 1,638.4 $ 1,640.9 ========= =========