8-K

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
January 15, 2002
- ------------------
(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 announced today that the
Securities and Exchange Commission declared effective today its
registration statement on Form S-3 for the registration of the
resale by securityholders listed in the prospectus contained in
the registration statement from time to time of up to
$744,000,000 aggregate principal amount at maturity of its zero
coupon convertible subordinated notes due 2021 and the shares of
its common stock issuable upon conversion of the notes and the
preferred stock purchase rights included in such shares of
common stock. The notes were originally issued in a private
placement in reliance on Rule 144A under the Securities Act of
1933, as amended.  The registration statement was filed pursuant
to a Registration Rights Agreement which the Company entered
into in connection with the private placement.

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

(c)  Exhibit

20   Press release of the Company dated January 15, 2002.



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: January 15, 2002

EX-20

Laboratory Corporation of America-Registered Trademark- Holdings
358 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

LABCORP'S-Registered Trademark- REGISTRATION STATEMENT
FOR RESALE OF ZERO COUPON CONVERTIBLE
SUBORDINATED NOTES AND COMMON STOCK ISSUABLE
UPON CONVERSION OR PURCHASE OF THE NOTES IS
DECLARED EFFECTIVE

Burlington, NC, January 15, 2002 - Laboratory Corporation of America-
Registered Trademark- Holdings (LabCorp-Registered Trademark-) (NYSE:
LH) announced that the Securities and Exchange Commission declared
effective today its registration statement on Form S-3 for the registration of
the resale by the securityholders listed in the prospectus contained in the
registration statement from time to time of up to $744,000,000 aggregate
principal amount at maturity of its zero coupon convertible subordinated
notes due 2021 and the shares of its common stock issuable upon conversion
of the notes and the preferred stock purchase rights included in such shares
of common stock.  The notes were originally issued in a private placement in
reliance on Rule 144A under the Securities Act of 1933, as amended.  The
registration statement was filed pursuant to a Registration Rights Agreement
which the Company entered into in connection with the private placement.

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 routine 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.