Prospectus Supplement                        This Prospectus Supplement is filed
(To Prospectus dated June 16, 2000)               pursuant to Rule 424(b)(2) and
                                               relates to Registration Statement
                                                                  No. 333-38700.





                            LABORATORY CORPORATION OF
                                AMERICA HOLDINGS

                           ---------------------------

           This Prospectus Supplement and the accompanying Prospectus relate to
shares of common stock, par value $.10 per share, of Laboratory Corporation of
America Holdings, offered by Roche Holdings, Inc. (which we call the Selling
Stockholder). The common stock is listed on the New York Stock Exchange under
the symbol "LH". On June 26, 2000, the last reported sale price of the common
stock on the New York Stock Exchange was $75.125 per share.

                           ---------------------------


           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



           On June 26, 2000 the Selling Stockholder sold an aggregate of 500,000
shares of our common stock at a price of $72.30 per share.




June 26, 2000