SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAC MAHON THOMAS P

(Last)

(First)

(Middle)

531 SOUTH SPRING STREET

(Street)

BURLINGTON

27215

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2008

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/03/2008		M⁽¹⁾		88,400	A	$39	195,221⁽²⁾	D
Common Stock	11/03/2008		M⁽¹⁾		35,600	A	$43.53	230,821⁽²⁾	D
Common Stock	11/03/2008		S⁽¹⁾		161,837	D	$61.2429⁽³⁾	68,984⁽²⁾	D
Common Stock	11/04/2008		M⁽¹⁾		114,400	A	$43.53	183,384⁽²⁾	D
Common Stock	11/04/2008		S⁽¹⁾		37,222	D	$62.0373⁽⁴⁾	146,162⁽²⁾	D
Common Stock	11/04/2008		S⁽¹⁾		77,178	D	$62.4818⁽⁵⁾	68,984⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Options⁽⁶⁾	$39	11/03/2008		M⁽¹⁾			88,400	02/17/2005⁽⁷⁾	02/17/2014	Common Stock	88,400	$39	0	D
Non-qualified Stock Options⁽⁶⁾	$43.53	11/03/2008		M⁽¹⁾			35,600	02/14/2003⁽⁷⁾	02/14/2012	Common Stock	35,600	$43.53	252,800	D
Non-qualified Stock Options⁽⁶⁾	$43.53	11/04/2008		M⁽¹⁾			114,400	02/14/2003⁽⁷⁾	02/14/2012	Common Stock	114,400	$43.53	138,400	D

Explanation of Responses:

1. Pursuant to a plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.

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

3. The price of $61.2429 per share represents a weighted average of sales prices ranging from $61.58 to $60.69 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

4. The price of $62.0373 per share represents a weighted average of sales prices ranging from $62.19 to $61.70 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

5. The price of $62.4818 per share represents a weighted average of sales prices ranging from $63.16 to $62.20 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

6. Common stock purchase option granted under the Laboratory Corporation of America Holdings 2000 Stock Incentive Plan.

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

Remarks:

	/s/ BRADFORD T. SMITH	11/05/2008
	** 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 4 (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.
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