
                                                                EXHIBIT 20.1


FOR IMMEDIATE RELEASE         Contact:  Pamela Sherry (910) 584-5171 Ext. 4855



              LABORATORY CORPORATION OF AMERICA -TM- HOLDINGS
         FILES REGISTRATION STATEMENT RELATING TO RIGHTS OFFERING
           OF UP TO AN AGGREGATE OF $500 MILLION OF CONVERTIBLE
                              PREFERRED STOCK

Burlington, NC, February 27, 1997 -- Laboratory Corporation of America -TM-
Holdings (LabCorp-TM-) (NYSE: LH) announced that it has filed a registration
statement today with the Securities and Exchange Commission relating to the
offering of up to an aggregate of $500 million of convertible preferred stock
issuable in two series pursuant to transferable subscription rights to be
granted on a pro rata basis to each stockholder of LabCorp.  Rights holders
who exercise their rights in full will also be entitled to subscribe for
shares of preferred stock issuable pursuant to any unexercised rights.

The commencement and original expiration date of the rights offering will
depend largely on the timing of SEC review of the Company's registration
statement.  The rights offering is expected to begin approximately six
business days after the registration statement is declared effective, and will
remain open for approximately thirty days.

Credit Suisse First Boston Corporation will act as dealer manager for the
rights offering.

The subscription rights will give the holder thereof the option to purchase
shares of one of two series of preferred stock, each of which will be
convertible at the option of the holder into common stock.  One series will
pay cash dividends and will be exchangeable at LabCorp's option for
convertible subordinated notes due 2012.  The other series will pay dividends
in kind for at least three years and in cash thereafter and will not be
exchangeable for notes.  Each series of preferred stock will be mandatorily
redeemable in 2012 and will be redeemable at the option of the Company after
three years.

Laboratory Corporation of America -TM- Holdings (LabCorp -TM-) is a national
clinical laboratory organization with estimated annualized revenues of $1.6
billion.  The Company operates primary testing facilities nationally, offering
more than 1,700 different clinical assays, from routine blood analysis to more
sophisticated technologies.  LabCorp performs diagnostic tests for physicians,
managed care organizations, hospitals, clinics, long-term care facilities,
industrial companies and other clinical laboratories.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective.  These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective.  This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

Copies of the preliminary prospectus relating to the rights offering may be
obtained from the Information and Subscription Agent, American Stock Transfer
& Trust Company, 40 Wall Street, New York, NY 10005, telephone (800) 937-5449
or (212) 936-5100.
