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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hayes William B

(Last)

(First)

(Middle)

430 SOUTH SPRING STREET

(Street)

BURLINGTON

27215

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2005

3. Issuer Name and Ticker or Trading Symbol
LABORATORY CORP OF AMERICA HOLDINGS [ LH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-qualified Stock Options⁽²⁾	02/14/2003⁽³⁾	02/14/2012	Common Stock	14,600	43.53	D
Non-qualified Stock Options⁽⁴⁾	02/19/2004⁽³⁾	02/19/2013	Common Stock	9,733	24.46	D
Non-qualified Stock Options⁽²⁾	03/25/2004⁽³⁾	03/25/2013	Common Stock	5,400	28.18	D
Non-qualified Stock Options⁽²⁾	02/17/2005⁽³⁾	02/17/2014	Common Stock	20,000	39	D
Non-qualified Stock Options⁽²⁾	03/01/2006⁽³⁾	03/01/2015	Common Stock	15,000	47.89	D

Explanation of Responses:

1. Amount shown reflects a 2-for-1 stock split effective on May 10, 2002.

2. Employee stock option (right to buy) granted pursuant to the Laboratory Corporation of America Holdings 2000 Stock Incentive Plan.

3. The option vests in three equal annual installments beginning on the date reflected in this column.

4. Employee stock option (right to buy) granted pursuant to the Laboratory Corporation of America Holdings 1994 Stock Incentive Plan.

Remarks:

	By: /s/ BRADFORD T. SMITH, ATTORNEY-IN-FACT FOR	03/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EXHIBIT 24


                                  POWER OF ATTORNEY
                                  -----------------

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Bradford T. Smith his true and lawful attorney-in-fact and agent,
with full power of substitute for him and in his name, place and stead, in any
and all capacities, in connection with the filing for the undersigned on Form 3
and Form 4 under the Securities Act of 1934, as amended, including, without
limiting the generality of the foregoing, to sign the Form 3 and Form 4 in the
name and on behalf of the undersigned or on behalf of the undersigned as a
director or officer of the Corporation, and any amendments to the Form 3 or
Form 4, and any instrument, contract, document or other writing, of or in
connection with the Form 3 and Form 4 or amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorney-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 10th day
of March, 2005.



                              s/s William B. Hayes
                                  ----------------
                                  William B. Hayes