
                                        


                                        
                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 6, 1997
                                 ---------------  
                        (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 or          File Number)        Identification organization)
                                             Number)


                                        
            358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA  27215
            --------------------------------------------------------
                    (Address of principal executive offices)
                                        
                                        
                                        
                                  910-229-1127
                                  ------------
              (Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS

     On January 6, 1997, Laboratory Corporation of America Holdings ("Company")
issued a press release announcing that James B. Powell, M.D., President, Chief
Executive Officer and Director of the Company resigned his posts as President
and Chief Executive Officer effective immediately.  Dr. Powell will remain a
Company director and serve during the transition as a consultant to the
Company. He will become the Chief Executive Officer of AutoCyte, Inc. -- a
newly formed company specializing in the development of advanced, automated,
pap-smear testing technologies in which he is a principal investor.  A copy of
the press release is attached as an exhibit hereto and the text thereof is
incorporated in its entirety herein by reference.

     On January 7, 1997, the Company issued a press release announcing that
Thomas P. Mac Mahon, Chairman of the Board and Director of the Company will
assume the additional positions of President and Chief Executive Officer
effective immediately.  Mr. Mac Mahon resigned his positions as a Senior Vice
President of Hoffmann-La Roche Inc., President of Roche Diagnostics Group and a
member of Roche's Worldwide Diagnostics Executive Committee.  A copy of the
press release is attached as an exhibit hereto and the text thereof is
incorporated in its entirety herein by reference.

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

  (c) Exhibit
                                        
      20   Press release of the Company dated January 6,  1997.

      20.1 Press release of the Company dated January 7,  1997.
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                                   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 and Secretary



Date:  January 6, 1997
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