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
SEPTEMBER 19, 2001
------------------
(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

   Laboratory Corporation of America -Registered Trademark-
Holdings (LabCorp -Registered Trademark-)(NYSE:LH) today
confirmed that it had previously completed its private placement
of zero coupon convertible subordinated notes due 2021, the
effect of which is expected to be accretive to 2001 diluted
earnings per share by $0.04 (excluding one-time charges relating
to early extinguishment of debt and elimination of the related
interest rate swap agreements) and expected to be accretive to
2002 earnings per share by $0.11  Labcorp received approximately
$427 million in net proceeds from the offering.

Labcorp confirmed that it is comfortable with Thompson
Financial/First Call published consensus earnings estimates of
$0.68 per diluted share and $2.57 per diluted share for the 2001
third quarter and full year, respectively.  Labcorp also
confirmed that it did not expect these estimates to be adversely
impacted by the events of last week.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
        INFORMATION AND EXHIBITS

(c)  Exhibit

20   Press release of the Company dated September 19, 2001.



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: September 19, 2001

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

Contact: 336-436-4855 Shareholder Direct: 800-LAB-0401
Pamela Sherry www.labcorp.com
Investor@labcorp.com

LABORATORY CORPORATION OF AMERICA-REGISTERED
TRADEMARK- HOLDINGS ANNOUNCES COMPLETION OF
PRIVATE PLACEMENT

Company is Comfortable with 2001 Third Quarter and Full Year
Outlook


Burlington, NC, September 19, 2001 - Laboratory Corporation of
America-Registered Trademark- Holdings (LabCorp-Registered
Trademark-) (NYSE: LH) today confirmed that it had previously completed
its private placement of zero coupon convertible subordinated notes due
2021, the effect of which is expected to be accretive to 2001 diluted
earnings per share by $0.04 (excluding one-time charges relating to early
extinguishment of debt and elimination of the related interest rate swap
agreements) and expected to be accretive to 2002 earnings per share by
$0.11.  LabCorp received approximately $427 million in net proceeds from
the offering.

LabCorp confirmed that it is comfortable with Thomson Financial/First
Call published consensus earnings estimates of $0.68 per diluted share and
$2.57 per diluted share for the 2001 third quarter and full year, respectively
LabCorp also confirmed that it did not expect these estimates to be
adversely impacted by the events of last week.

The first national clinical laboratory to fully embrace genomic testing,
Laboratory Corporation of America-Registered Trademark- Holdings
(LabCorp-Registered Trademark-) has been a pioneer in commercializing
new diagnostic technologies.  As a national laboratory with annual revenues
of $1.9 billion in 2000 and over 18,000 employees, the company offers
more than 4,000 clinical tests ranging from simple blood analyses to
sophisticated molecular diagnostics. Serving over 200,000 clients
nationwide, LabCorp leverages its expertise in innovative clinical testing
technology with its Centers of Excellence. The Center for Molecular
Biology and Pathology, in Research Triangle Park, North Carolina, offers
state-of-the-art molecular gene-based testing in infectious disease, oncology
and genetics. Its National Genetics Institute in Los Angeles is an industry
leader in developing novel, highly sensitive polymerase chain reaction
(PCR) methods for testing hepatitis C and other blood borne infectious
agents. LabCorp's Minneapolis-based Viro-Med offers molecular microbial
testing using real time PCR platforms, while its Center for Esoteric Testing
in Burlington, North Carolina, performs the largest volume of specialty
testing in the network.  LabCorp's clients include physicians, state and
federal government, managed care organizations, hospitals, clinics,
pharmaceutical and Fortune 1000 companies, and other clinical
laboratories.

Each of the above forward-looking statements is 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 LabCorp's
financial results is included in the Company's Form 10-K for the year ended
December 31, 2000 and subsequent SEC filings.



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