
                                                               EXHIBIT 4.1

              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

                                      OF

                  LABORATORY CORPORATION OF AMERICA HOLDINGS


           [   ]% SERIES A CONVERTIBLE EXCHANGEABLE  PREFERRED STOCK
                          (Par Value $0.10 Per Share)












                       Pursuant to Section 151(g) of the
                        General Corporation Law of the
                               State of Delaware







[          ], 1997

                               TABLE OF CONTENTS



                                                                     Page
                                                                     ----

Section 1.    Designation..............................................1
Section 2.    Ranking..................................................1
Section 3.    Dividends................................................2
Section 4.    Mandatory Redemption.....................................4
Section 5.    Optional Redemption......................................5
Section 6.    Exchangeability..........................................5
Section 7.    Procedure for Redemption or Exchange.....................6
Section 8.    Convertibility...........................................8
Section 9.    Liquidation Rights......................................18
Section 10.   Voting Rights...........................................19
Section 11.   Registration, Transfer and Exchanges....................21
Section 12.   Definitions.............................................22



              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
                                      OF
           [   ]% SERIES A CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
                                      OF
                  LABORATORY CORPORATION OF AMERICA HOLDINGS


               The undersigned, Wesley R.  Elingburg and Bradford T.
Smith, being respectively an Executive Vice President and the Secretary of
Laboratory Corporation of America Holdings, a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), certify that, pursuant to the authority expressly granted
to and vested in the Board of Directors of the Corporation (the "Board of
Directors") by the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), which authorizes the issuance, by the
Corporation, of up to 10,000,000 shares of preferred stock, par value $0.10
per share (the "Preferred Stock"), the Board of Directors in accordance
with the provisions of Section 151 of the General Corporation Law of the
State of Delaware on [ ], 1997 duly adopted the following resolutions:

               RESOLVED, that pursuant to Article Fourth of the Certificate
of Incorporation of the Corporation and in accordance with the provisions
of Sections 141 and 151 of the General Corporation Law of the State of
Delaware, the Board of Directors hereby creates and provides for the
issuance of a series of Preferred Stock, par value $0.10 per share and with
a liquidation preference of $50.00 per share, of the Corporation and hereby
fixes the number, voting powers, designation, preferences, and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, and other matters relating to, said
series as follows:

               Section 1.  Designation. [ ] shares of the Preferred Stock of
the Corporation are hereby constituted as a series of Preferred Stock, par
value $0.10 per share, with a liquidation preference of $50.00 per share,
designated as "[ ]% Series A Convertible Exchangeable Preferred Stock" (the
"Series A Exchangeable Preferred Stock").

               Section 2.  Ranking.  The Series A Exchangeable Preferred
Stock will have priority as to dividends over the common stock, par value
$0.01 per share, of the Corporation ("Common Stock") and any other series
or class of the Corporation's stock issued after the date hereof that by
its terms ranks junior as to dividends to the Series A Exchangeable
Preferred Stock, when and if issued ("Junior Dividend Stock") and priority
as to distributions of assets upon liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, over the Common Stock
and any series or class of the Corporation's stock issued after the date
hereof that by its terms ranks junior as to liquidation, dissolution and
winding up to the Series A Exchangeable Preferred Stock, when and if issued
("Junior Liquidation Stock")  (the Common Stock and any other capital stock
of the Corporation that is both Junior Dividend Stock and Junior
Liquidation Stock, "Junior Stock").  The Series A Exchangeable Preferred
Stock will be junior as to dividends to any series or class of the
Corporation's stock issued after the date hereof that by its terms ranks
senior as to dividends to the Series A Exchangeable Preferred Stock, when
and if issued ("Senior Dividend Stock") and junior as to distributions of
assets upon liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, to any series or class of the
Corporation's stock issued after the date hereof that by its terms ranks
senior as to liquidation, dissolution and winding up to the Series A
Exchangeable Preferred Stock, when and if issued ("Senior Liquidation
Stock" and collectively with the Senior Dividend Stock, "Senior Stock").
The Series A Exchangeable Preferred Stock will have parity as to dividends
with the [ ]% Series B Convertible Pay-in-Kind Preferred Stock, par value
$0.10 per share (the "Series B PIK Preferred Stock") and any series or
class of the Corporation's stock issued after the date hereof that by its
terms ranks on a parity as to dividends with the Series A Exchangeable
Preferred Stock, when and if issued ("Parity Dividend Stock") and parity as
to distributions of assets upon liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, with the Series B PIK
Preferred Stock and any series or class of the Corporation's stock issued
after the date hereof that by its terms ranks on a parity as to
liquidation, dissolution and winding up with the Series A Exchangeable
Preferred Stock, when and if issued ("Parity Liquidation Stock")  (the
Series B PIK Preferred Stock, the Parity Dividend Stock and the Parity
Liquidation Stock, collectively, "Parity Stock").  The Series A
Exchangeable Preferred Stock shall be subject to the creation of Junior
Stock.  The Series A Exchangeable Preferred Stock shall be subject to the
creation of Parity Stock and Senior Stock only if the provisions of Section
10(d)(ii) have been complied with.  The respective definitions of Senior
Dividend Stock, Senior Liquidation Stock, Junior Dividend Stock, Junior
Liquidation Stock, Parity Dividend Stock and Parity Liquidation Stock shall
also include any warrants, rights, calls or options, exercisable for or
convertible into any of the Senior Dividend Stock, Senior Liquidation
Stock, Junior Dividend Stock, Junior Liquidation Stock, Parity Dividend
Stock and Parity Liquidation Stock, as the case may be.

               Section 3.  Dividends.  (a) Each holder of a share of
Series A Exchangeable Preferred Stock shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds of the
Corporation legally available therefor, dividends at an annual rate of [ ]%
of the Liquidation Preference (as defined herein) of the Series A
Exchangeable Preferred Stock, or $[ ] per share of Series A Exchangeable
Preferred Stock payable in cash.  Such dividend shall be cumulative and
shall accrue (whether or not earned or declared, whether or not there are
funds legally available for the payment thereof and whether or not
restricted by the terms of any of the Corporation's indebtedness
outstanding at any time) from the date such shares are issued by the
Corporation and shall be payable quarterly in arrears on [ ], [ ], [ ] and
[ ] of each year (each a "Dividend Payment Date") commencing, [ ], 1997.
No interest will be payable in respect of any dividend payment on the
Series A Exchangeable Preferred Stock which may be in arrears.

      (b)  The dividend payment period for any dividend payable on a Dividend
Payment Date shall be the period beginning on the immediately preceding
Dividend Payment Date (or on the issue date in the case of the first
dividend payment period) and ending on the day preceding such later
Dividend Payment Date.  If any date on which a payment of a dividend or any
other amount is due in respect of Series A Exchangeable Preferred Stock is
not a Business Day, such payment shall be made on the next day that is a
Business Day.

      (c)  The amount of dividends payable per share of Series A Exchangeable
Preferred Stock for each dividend payment period will be computed by
dividing the annual dividend amount by four; provided, however, that the
amount of dividends payable for the first dividend payment period and for
any dividend payment period shorter than a full quarterly dividend period
will be computed on the basis of a 360-day year of twelve 30-day months.

      (d)  Dividends payable on any Dividend Payment Date shall be payable to
the holders of record of the Series A Exchangeable Preferred Stock as they
appear on the stock transfer books of the Corporation at the close of
business on such record dates as are fixed by the Board of Directors
(provided that no record date shall be later than (a) the sixth Business
Day prior to the date fixed for any redemption of the Series A Exchangeable
Preferred Stock or, (b) in the case of the dividend payment date occurring
on [ ], the tenth Business Day prior to such date).  Dividends paid on the
shares of Series A Exchangeable Preferred Stock in an amount less than
accumulated and unpaid cash dividends payable therein shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding.

      (e)  If at any time the Corporation shall have failed to pay all
dividends which have accrued on any outstanding shares of Senior Dividend
Stock at the times such dividends are payable, unless otherwise provided in
the terms of the Senior Dividend Stock, no dividend shall be declared by
the Board of Directors or paid or set apart for payment by the Corporation
on shares of the Series A Exchangeable Preferred Stock unless prior to or
concurrently with such declaration, payment or setting apart for payment,
all accrued and unpaid dividends on all outstanding shares of such Senior
Dividend Stock shall have been or be declared, paid or set apart for
payment.

      (f)  No dividends (other than dividends payable solely in Junior Stock)
shall be paid or declared and set apart for payment on any Junior Dividend
Stock, and no payment shall be made on account of the purchase, redemption,
retirement, or other acquisition of Junior Dividend Stock and Junior
Liquidation Stock (other than such acquisitions pursuant to employee or
director incentive or benefit plans or arrangements, or in exchange solely
for Junior Stock), unless all accrued and unpaid dividends on the Series A
Exchangeable Preferred Stock for all dividend payment periods ending on or
before the date of payment of such dividends on Junior Dividend Stock, or
such payment for such Junior Dividend Stock and Junior Liquidation Stock,
shall have been paid or declared and set apart for payment.

      (g)  Except as set forth in the second following sentence, no
dividends shall be paid or declared and set apart for payment on the Series
A Exchangeable Preferred Stock unless all accrued and unpaid dividends for
all dividend payment periods through such Dividend Payment Date on any
Parity Dividend Stock, including the Series B PIK Preferred Stock, have
been paid or declared and set apart for payment or are contemporaneously
paid or declared and set apart for payment.  Except as set forth in the
following sentence, no dividends shall be paid or declared and set apart
for payment on any Parity Dividend Stock, including the Series B PIK
Preferred Stock, unless all accrued and unpaid dividends for all dividend
payment periods through such Dividend Payment Date on the Series A
Exchangeable Preferred Stock have been paid or declared and set apart for
payment or are contemporaneously paid or declared and set apart for
payment.  Whenever all accrued and unpaid dividends have not been paid upon
the Series A Exchangeable Preferred Stock or any other Parity Dividend
Stock, including the Series B PIK Preferred Stock, for all dividend payment
periods through such Dividend Payment Date, all dividends paid or declared
and set apart for payment on the Series A Exchangeable Preferred Stock or
any other Parity Dividend Stock, including the Series B PIK Preferred
Stock, shall be paid or declared pro rata so that the amount of dividends
declared and paid per share on the Series A Exchangeable Preferred Stock
and such Parity Dividend Stock will bear to each other the same ratio that
the accrued and unpaid dividends to the date of payment, on the Series A
Exchangeable Preferred Stock and such Parity Dividend Stock, including the
Series B PIK Preferred Stock, bear each other.

      (h)  No payment shall be made on account of the purchase, redemption,
retirement or other acquisition of Parity Stock, including the Series B PIK
Preferred Stock, (other than such acquisitions pursuant to employee or
director or incentive or benefit plans or arrangements, or in exchange solely
for Junior Stock) unless all accrued and unpaid dividends on the Series A
Exchangeable Preferred Stock for all dividend payment periods ending on or
before such payment for such Parity Stock, including the Series B PIK
Preferred Stock, shall have been paid or declared and set apart for payment.

               Section 4.  Mandatory Redemption.  All outstanding shares of
the Series A Exchangeable Preferred Stock shall be mandatorily redeemed by
the Corporation out of funds legally available therefor on _________, 2012,
at a redemption price of $50.00 per share plus an amount equal to all
accrued and unpaid dividends, whether or not declared.

               Section 5.  Optional Redemption.    The shares of Series A
Exchangeable Preferred Stock may be redeemed by the Corporation, at its
option, in whole or in part out of funds legally available therefor at any
time on or after [          ], 2000 and if redeemed during the 12-month period
beginning [          ] of the years indicated below, the cash redemption price
per share shall be as set forth below plus, in each case, accrued and unpaid
dividends thereon to the date of redemption (the "Optional Redemption Price"):

                                                        Optional
        Year                                        Redemption Price
        ----                                        ----------------

        2000...................................            [   ]%
        2001...................................            [   ]
        2002...................................            [   ]
        2003...................................            [   ]
        2004...................................            [   ]
        2005...................................            [   ]
        2006 and thereafter....................              100


      (b)  If fewer than all the outstanding shares of Series A
Exchangeable Preferred Stock are to be redeemed pursuant to this Section 5,
the Corporation will select those shares to be redeemed pro rata or by lot
or in such other manner as the Board of Directors may determine to be fair
and reasonable; provided, however, that if at any time dividends on the
Series A Exchangeable Preferred Stock are in arrears, the Corporation may
not redeem less than all of the then outstanding shares of Series A
Exchangeable Preferred Stock.

      (c)  No fractional shares of Series A Exchangeable Preferred Stock
will be issued upon a redemption of less than all of the Series A
Exchangeable Preferred Stock pursuant to this Section 5, but in lieu
thereof, an appropriate amount will be paid in cash based on the Closing
Price for the Series A Exchangeable Preferred Stock on the date of such
redemption.


               Section 6.  Exchangeability.  The Series A Exchangeable
Preferred Stock shall be exchangeable, in whole but not in part, at the option
of the Corporation, for the Corporation's    % Convertible Subordinated Notes
due 2012 (the "Notes") on any [          ], [          ], [          ], or  [
        ], on or after [          ], 2000 (a "Notes Exchange Date") provided
(i) the conditions to such exchange contained in the Indenture relating to the
Notes have been satisfied or waived and (ii) such exchange is permitted
pursuant to applicable law.  Each share of Series A Exchangeable Preferred
Stock will be exchangeable for Notes at the rate of $50 principal amount of
Notes for each share of Series A Exchangeable Preferred Stock.  No shares of
Series A Exchangeable Preferred Stock may be exchanged for Notes unless the
Corporation has paid or set aside for the benefit of the holders of the Series
A Exchangeable Preferred Stock all accrued and unpaid dividends on the Series
A Exchangeable Preferred Stock to the Notes Exchange Date.

               Section 7.  Procedure for Redemption or Exchange.  (a) In the
event of redemption of the Series A Exchangeable Preferred Stock pursuant to
Section 4, or an offer by the Corporation to redeem any shares of Series A
Exchangeable Preferred Stock pursuant to Section 5 or exchange shares of
Series A Exchangeable Preferred Stock for Notes pursuant to Section 6,
notice of such redemption, offer to redeem or exchange shall be given by
hand or by nationally recognized "overnight courier" for delivery at the
earliest time offered by such overnight courier (which may not necessarily
be the next day) to each holder of record of the shares to be redeemed or
exchanged at such holder's address as the same appears on the stock
transfer books of the Corporation at least 30 but not more than 60 days
before the date fixed for redemption or the Notes Exchange Date, as the
case may be, provided, however, that no failure to give such notice nor any
defect therein shall affect the validity of the redemption or exchange of
any share of Series A Exchangeable Preferred Stock to be redeemed or
exchanged except as to the holder to whom the Corporation has failed to
give said notice or except as to the holder whose notice was defective.
Each such notice shall state:  (i) the redemption date or Notes Exchange
Date;  (ii) the number of shares of Series A Exchangeable Preferred Stock
to be redeemed or exchanged and, if less than all the shares held by such
holder are to be redeemed or exchanged, the number of shares to be redeemed
or exchanged from such holder;  (iii) the Optional Redemption Price, if
applicable, or rate of exchange;  (iv) the place or places where
certificates for such shares are to be surrendered for payment of the
redemption price or exchange for the Notes;  (v) the specific provision
hereof pursuant to which such redemption or exchange is to be made;
and (vi) that dividends on the shares to be redeemed or exchanged will
cease to accrue on such redemption date or Notes Exchange Date.  Each such
notice shall be effective upon delivery if given by hand or upon deposit
with a nationally recognized overnight courier if given by such a courier.
Upon giving any notice of a redemption pursuant to Section 5(a) or notice
of exchange pursuant to Section 6, the Corporation shall become obligated
to redeem or exchange the shares of Series A Exchangeable Preferred Stock
specified in such notice on the redemption date or Notes Exchange Date, as
the case may be, specified in such notice.

      (b)  Notice having been given as aforesaid, from and after the
redemption date or the Notes Exchange Date (unless, in the case of
redemptions, default shall be made by the Corporation in providing money
for the payment of the redemption price of the shares called for redemption
or, in the case of an exchange, the Corporation defaults in issuing Notes
or fails to pay or set aside for payment accrued and unpaid dividends on
the Series A Exchangeable Preferred Stock to the Notes Exchange Date),
dividends on the shares of Series A Exchangeable Preferred Stock called for
redemption or exchange shall cease to accrue, and such shares shall no
longer be deemed to be outstanding and shall have the status of authorized
but unissued shares of Series A Exchangeable Preferred Stock, unclassified
as to series, and shall not be reissued as shares of Series A Exchangeable
Preferred Stock, and all rights of the holders thereof as stockholders of
the Corporation (except the right to receive from the Corporation the
redemption price without interest or the Notes and accrued and unpaid
dividends on the Series A Exchangeable Preferred Stock to the Notes
Exchange Date) shall cease.  Upon surrender in accordance with said notice
of the certificates for any shares so redeemed or exchanged (properly
endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such share
shall be redeemed or exchanged by the Corporation at the redemption price
or rate of exchange aforesaid; provided, however, in the case of a
redemption pursuant to Section 5(a) if fewer than all the shares
represented by any such certificate are to be redeemed, upon surrender of
such certificate a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.

      (c)  The Corporation will pay any and all issuance and delivery taxes
that may be payable in respect of the issuance or delivery of Notes in
exchange for shares of Series A Exchangeable Preferred Stock.  The
Corporation shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of
Notes in a name other than that in which the shares of Series A
Exchangeable Preferred Stock so exchanged were registered, and no such
issuance or delivery shall be made unless and until the person requesting
such issuance has paid to the Corporation the amount of any such tax or has
established to the satisfaction of the Corporation that such tax has been
paid.

      (d)  If a notice of redemption shall have been given, and if, prior
to the redemption date, the Corporation shall have irrevocably deposited
the aggregate redemption price of the shares of Series A Exchangeable
Preferred Stock to be redeemed in trust for the pro rata benefit of the
holders of the shares of Series A Exchangeable Preferred Stock to be
redeemed, so as to be and to continue to be available therefor, with a bank
or trust company that is organized under the laws of the United States of
America or any state thereof, has capital and surplus of not less than
$250,000,000 and has, or, if it has no publicly traded debt securities
rated by a nationally recognized rating agency, is the subsidiary of a bank
holding company that has, publicly traded debt securities rated at least
"A" or the equivalent thereof by Standard & Poor's Corporation or "A-2" or
the equivalent by Moody's Investor Service Inc., then upon making such
deposit, all rights of holders of the shares so called for redemption shall
cease, except (i) conversion rights, (ii) as otherwise set forth herein and
(iii) the right of holders of such shares to receive the redemption price
against delivery of such shares, but without interest, and such shares
shall cease to be outstanding.  Any funds so deposited that are unclaimed
by holders of shares at the end of three years from such redemption date
shall be repaid to the Corporation upon its request, after which repayment
the holders of shares of Series A Exchangeable Preferred Stock so called
for redemption shall thereafter be entitled to look only to the Corporation
for payment of the redemption price.

               Section 8.  Convertibility.  (a) Holders of shares of Series A
Exchangeable Preferred Stock will have the right at any time on or after [
     ], 1997, at the holder's option, to convert any or all shares into fully
paid and nonassessable shares of Common Stock at the conversion rate (subject
to adjustment as described below) of [   ] shares of Common Stock for each
share of Series A Exchangeable Preferred Stock.  If the Series A Exchangeable
Preferred Stock is called for redemption, the conversion right will terminate
at 5:00 p.m. New York City time on the Business Day prior to the date fixed
for such redemption and if not exercised prior to such time, such conversion
right will be lost, unless the Corporation defaults in making the payment due
upon redemption; provided, however, with respect to any redemption occurring
on [          ] or one business day thereafter, the conversion right will
terminate at 5:00 p.m. New York City time on the date fixed for redemption.
Following conversion, the holder will no longer have any right to payment of
dividends on the shares of Series A Exchangeable Preferred Stock surrendered
for conversion.

      (b)  Any holder of shares of Series A Exchangeable Preferred Stock
desiring to convert such shares into Common Stock shall surrender the
certificate or certificates evidencing such shares of Series A Exchangeable
Preferred Stock at the office of the transfer agent for the Series A
Exchangeable Preferred Stock, which certificate or certificates, if the
Corporation shall so require, shall be duly endorsed to the Corporation or
in blank, or accompanied by proper instruments of transfer to the
Corporation or in blank, accompanied by irrevocable written notice to the
Corporation that the holder elects so to convert such shares of Series A
Exchangeable Preferred Stock and specifying the name or names (with address
or addresses) in which a certificate or certificates evidencing shares of
Common Stock are to be issued.

               No payments or adjustments in respect of dividends on shares
of Series A Exchangeable Preferred Stock surrendered for conversion or on
account of any dividend on the Common Stock issued upon conversion shall be
made upon the conversion of any shares of Series A Exchangeable Preferred
Stock; provided, however, that:

            (i) if a dividend record date fixed for the Series A
      Exchangeable Preferred Stock as established herein results in a
      holder who undertakes conversion being eligible to receive on any
      Dividend Payment Date both a dividend on the Series A Exchangeable
      Preferred Stock and a dividend on the Common Stock issued upon
      conversion thereof, then such holder shall be entitled to receive
      only the higher of such dividend amounts; and

            (ii) if the Corporation shall, by dividend or otherwise,
      declare or make a distribution on its Common Stock referred to in
      Section 8(c)(iv) or 8(c)(v)  (including, without limitation,
      dividends or distributions referred to in the last sentence of
      Section 8(c)(iv)), the holder of each share of Series A Exchangeable
      Preferred Stock, upon the conversion thereof subsequent to the close
      of business on the date fixed for the determination of shareholders
      entitled to receive such dividend or distribution and prior to the
      effectiveness of the conversion price adjustment in respect of such
      dividend or distribution, shall also be entitled to receive for each
      share of Common Stock into which such share of Series A Exchangeable
      Preferred Stock is converted, the portion of the shares of Common
      Stock, rights, warrants, evidences of indebtedness, shares of capital
      stock, cash and assets so distributed applicable to one share of
      Common Stock; provided, however, that at the election of the
      Corporation (whose election shall be evidenced by a resolution of the
      Board of Directors) with respect to all holders so converting, the
      Corporation may, in lieu of distributing to such holder any portion
      of such distribution not consisting of cash or securities of the
      Corporation, pay such holder an amount in cash equal to the fair
      market value thereof (as determined in good faith by the Board of
      Directors, whose determination shall be conclusive and described in a
      resolution of the Board of Directors).

               The Corporation shall, as soon as practicable after such
deposit of certificates evidencing shares of Series A Exchangeable Preferred
Stock accompanied by the written notice and compliance with any other
conditions herein contained, deliver at the office of such transfer agent to
the person for whose account such shares of Series A Exchangeable Preferred
Stock were so surrendered, or to the nominee or nominees of such person,
certificates evidencing the number of full shares of Common Stock to which
such person shall be entitled as aforesaid, together with a cash adjustment
in respect of any fraction of a share of Common Stock as hereinafter
provided.  Such conversion shall be deemed to have been made as of the date
of such surrender of the shares of Series A Exchangeable Preferred Stock to
be converted, and the person or persons entitled to receive the Common
Stock deliverable upon conversion of such Series A Exchangeable Preferred
Stock shall be treated for all purposes as the record holder or holders of
such Common Stock on such date.

      (c)  The conversion price at which a share of Series A Exchangeable
Preferred Stock is convertible into Common Stock shall be subject to
adjustment from time to time as follows:

           (i)   In case the Corporation shall pay or make a dividend or
   other distribution on its Common Stock exclusively in Common Stock or
   shall pay or make a dividend or other distribution on any other class or
   series of capital stock of the Corporation which dividend or
   distribution includes Common Stock, the conversion price in effect at
   the opening of business on the day following the date fixed for the
   determination of shareholders entitled to receive such dividend or other
   distribution shall be reduced by multiplying such conversion price by:
   A/(A + B), where:

           A = the number of shares of Common Stock outstanding at the
   close of business on the date fixed for such determination; and

           B = the total number of shares of Common Stock constituting such
   dividend or other distribution,

   such reduction to become effective immediately after the opening of
   business on the day following the date fixed for such
   determination.  For purposes of this subparagraph (i), the number
   of shares of Common Stock at any time outstanding shall not
   include shares held in the treasury of the Corporation.  The
   Corporation shall not pay any dividend or make any distribution on
   shares of Common Stock held in the treasury of the Corporation.

           (ii)  In case the Corporation shall pay or make a dividend or
   other distribution on its Common Stock consisting exclusively of, or
   shall otherwise issue to all holders of its Common Stock, rights or
   warrants entitling the holders thereof to subscribe for or purchase
   shares of Common Stock at a price per share less than the Current Market
   Price Per Share of the Common Stock on the date fixed for the
   determination of shareholders entitled to receive such rights or
   warrants, the conversion price in effect at the opening of business on
   the day following the date fixed for such determination shall be reduced
   by multiplying such conversion price by:  (A + B)/(A + C), where:

      A = the number of shares of Common Stock outstanding at the close of
   business on the date fixed for such determination,

      B = the number of shares of Common Stock which the aggregate of the
   offering price of the total number of shares of Common Stock so
   offered for subscription or purchase would purchase at such Current
   Market Price Per Share, and

      C = the number of additional shares of Common Stock so offered for
   subscription or purchase,

      such reduction to become effective immediately after the opening of
   business on the day following the date fixed for such determination.

   In case any rights or warrants referred to in this subparagraph
   (ii) in respect of which an adjustment shall have been made shall
   expire unexercised [within 45 days after the shares] shall have
   been distributed or issued by the Corporation the conversion price
   shall be readjusted at the time of such expiration to the
   conversion price that would have been in effect if no adjustment
   had been made on account of the distribution or issuance of such
   expired rights or warrants; provided that no such readjustment upon
   expiration of such rights or warrants shall affect the number of
   shares of Common Stock issued upon conversion of shares of Series A
   Exchangeable Preferred Stock prior to such readjustment.

           (iii)  In case outstanding shares of Common Stock shall be
   subdivided into a greater number of shares of Common Stock, the
   conversion price in effect at the opening of business on the day
   following the day upon which such subdivision becomes effective shall be
   proportionately reduced, and conversely, in case outstanding shares of
   Common Stock shall be combined into a smaller number of shares of Common
   Stock, the conversion price in effect at the opening of business on the
   day following the day upon which such combination becomes effective
   shall be proportionately increased, such reduction or increase, as the
   case may be, to become effective immediately after the opening of
   business on the day following the day upon which such subdivision or
   combination becomes effective.

           (iv)   In case the Corporation shall, by dividend or otherwise,
   distribute to all holders of its Common Stock evidences of its
   indebtedness, shares of any class or series of capital stock, cash or
   assets (including securities, but excluding any rights or warrants
   referred to in subparagraph (ii) of this Section 8(c), any dividend or
   distribution paid exclusively in cash and any dividend or distribution
   referred to in subparagraph (i) of this Section 8(c)), the conversion
   price shall be reduced so that the same shall equal the price determined
   by multiplying the conversion price in effect immediately prior to the
   effectiveness of the conversion price reduction contemplated by this
   subparagraph (iv) by:  (A - B)/A, where:

      A =   the Current Market Price Per Share of the Common Stock immediately
   prior to the close of business on the date fixed for the
   determination of stockholders entitled to receive such
   distribution (the "Reference Date"), and

      B = the fair market value (as determined in good faith by the Board of
   Directors, whose determination shall be conclusive and described
   in a resolution of the Board of Directors), on the Reference Date,
   of the portion of the evidence of indebtedness, shares of capital
   stock, cash and assets so distributed applicable to one share of
   Common Stock,

   such reduction to become effective immediately prior to the
   opening of business on the day following the Reference Date,
   provided, however, that for purposes of this subparagraph (iv),
   any dividend or distribution that includes shares of Common Stock
   or rights or warrants to subscribe for or purchase shares of
   Common Stock shall be deemed instead to be  a dividend or
   distribution of the evidences of indebtedness, cash, assets or
   shares of capital stock other than such shares of Common Stock or
   rights or warrants (making any further conversion price reduction
   required by this subparagraph (iv)) immediately followed by  a
   dividend or distribution of such shares of Common Stock or such
   rights or warrants (making any further conversion price reduction
   required by subparagraph (i) or (ii) of this Section 8(c), except
   the Reference Date of such dividend or distribution as defined in
   this subparagraph (iv) shall be substituted as "the date fixed for
   the determination of shareholders entitled to receive such
   dividend or other distribution", "the date fixed for the
   determination of shareholders entitled to receive such rights or
   warrants" and "the date fixed for such determination" within the
   meaning of subparagraph (i) and (ii) of this Section 8(c) and  any
   shares of Common Stock included in such dividend or distribution
   shall not be deemed "outstanding at the close of business on the
   date fixed for such determination within the meaning of
   subparagraph (i) of this Section 8(c)).  If the Board of Directors
   determines the fair market value of any distribution for purposes
   of this subparagraph (iv) by reference to the actual or when
   issued trading market for any securities comprising such
   distribution, it must in doing so consider the prices in such
   market over the same period used in computing the Current Market
   Price Per Share of Common Stock.

           (v)    In case the Corporation shall pay or make a dividend or
   other distribution on its Common Stock exclusively in cash (excluding
   cash that is part of the distribution referred to in (iv) above and, in
   the case of any quarterly cash dividend on the Common Stock, the portion
   thereof that does not exceed the per share amount of the next preceding
   quarterly cash dividend on the Common Stock (as adjusted to
   appropriately reflect any of the events referred to in subparagraph (i),
   (ii), (iii) and (iv) of this Section 8(c)), or all of such quarterly
   cash dividend if the amount thereof per share of Common Stock multiplied
   by four does not exceed [ %] of the Current Market Price Per Share of
   the Common Stock on the Trading Day next preceding the date of
   declaration of such dividend), the conversion price shall be reduced so
   that the same shall equal the conversion price in effect immediately
   prior to the effectiveness of the conversion price reduction
   contemplated by this subparagraph (v) by:  (A - B)/A, where:

           A = the Current Market Price Per Share of the Common Stock
   immediately prior to the close of business on the date fixed for the
   determination of stockholders entitled to receive such distribution, and

           B = the amount of cash so distributed and not excluded as
   provided above applicable to one share of Common Stock,

   such reduction to become effective immediately prior to the
   opening of business on the day following the date fixed for the
   payment of such distribution.

          (vi)    No adjustment in the conversion price shall be required
   unless such adjustment would require an increase or decrease of at least 1%
   in the conversion price; provided, however, that any adjustments which by
   reason of this subparagraph (vi) are not required to be made shall be
   carried forward and taken into account in any subsequent adjustment.

           (vii)  Whenever the conversion price is adjusted as herein
   provided: the Corporation shall compute the adjusted conversion price and
   shall prepare a certificate signed by the Chief Financial Officer of the
   Corporation setting forth the adjusted conversion price and showing in
   reasonable detail the facts upon which such adjustment is based, and such
   certificate shall forthwith be filed with the transfer agent for the Series
   A Exchangeable Preferred Stock; and a notice stating that the conversion
   price has been adjusted and setting forth the adjusted conversion price
   shall forthwith be required, and as soon as practicable after it is
   required, such notice shall be mailed by the Corporation to all record
   holders of shares of Series A Exchangeable Preferred Stock at their last
   addresses as they shall appear upon the stock transfer books of the
   Corporation.


           (viii)  The Corporation from time to time may reduce the
   conversion price by any amount for any period of time if the period is
   at least twenty days, the reduction is irrevocable during the period and
   the Board of Directors of the Corporation shall have made a
   determination that such reduction would be in the best interest of the
   Corporation, which determination shall be conclusive.  Whenever the
   conversion price is reduced pursuant to the preceding sentence, the
   Corporation shall mail to holders of record of the Series A Exchangeable
   Preferred Stock a notice of the reduction at least fifteen days prior to
   the date the reduced conversion price takes effect, and such notice
   shall state the reduced conversion price and the period it will be in
   effect.

      (d)  No fractional shares of Common Stock shall be issued upon
conversion of Series A Exchangeable Preferred Stock.  If more than one
certificate evidencing shares of Series A Exchangeable Preferred Stock
shall be surrendered for conversion at one time by the same holder, the
number of full shares issuable upon conversion thereof shall be computed on
the basis of the aggregate number of shares of Series A Exchangeable
Preferred Stock so surrendered.  Instead of any fractional share of Common
Stock that would otherwise be issuable to a holder upon conversion of any
shares of Series A Exchangeable Preferred Stock, the Corporation shall pay
a cash adjustment in respect of such fractional share in an amount equal to
the same fraction of the market price per share of Common Stock (as
determined by the Board of Directors or in any manner prescribed by the
Board of Directors, which, if available, shall be the Closing Price (as
defined herein) for the shares of Common Stock) on the day of conversion.

      (e)  In the event that the Corporation shall be a party to any
transaction (including without limitation any recapitalization or
reclassification of the Common Stock (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination of the Common Stock), any
consolidation of the Corporation with, or merger of the corporation into,
any other person, any merger of another person into the Corporation (other
than a merger which does not result in a reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the
Corporation), any sale or transfer of all or substantially all of the
assets of the Corporation or any share exchange) pursuant to which the
Common Stock is converted into the right to receive other securities, cash
or other property, then lawful provisions shall be made as part of the
terms of such transaction whereby the holder of each share of Series A
Exchangeable Preferred Stock then outstanding shall have the right
thereafter to convert such share only into in the case of any such
transaction other than a Common Stock Fundamental Change and subject to
funds being legally available for such purpose under applicable law at the
time of such conversion, the kind and amount of securities, cash and other
property receivable upon such transaction by a holder of the number of
shares of Common Stock into which such share of Series A Exchangeable
Preferred Stock might have been converted immediately prior to such
transaction, after giving effect, in the case of any Non-Stock Fundamental
Change, to any adjustment in the conversion price required by the
provisions of Section 8(h), and in the case of a Common Stock Fundamental
Change, common stock of the kind received by holders of Common Stock as a
result of such Common Stock Fundamental Change in an amount determined
pursuant to the provisions of Section 8(h).  The Corporation or the person
formed by such consolidation or resulting from such merger or which
acquires such assets or which acquires the Corporation's shares, as the
case may be, shall make provisions in its certificate or articles of
incorporation or other constituent document to establish such right.  Such
certificate or articles of incorporation or other constituent document
shall provide for adjustments which, for events subsequent to the effective
date of such certificate or articles of incorporation or other constituent
document, shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 8.  The above provisions shall
similarly apply to successive transactions of the foregoing type.

      (f)  After [ ], the Corporation shall at all times reserve and keep
available, free from preemptive rights out of its authorized and unissued
stock, solely for the purpose of effecting the conversion of the Series A
Exchangeable Preferred Stock, such number of shares of its Common Stock as
shall from time to time be sufficient to effect that conversion of all
shares of Series A Exchangeable Preferred Stock from time to time
outstanding in accordance with their terms.

               If any shares of Common Stock required to be reserved for
purposes of conversion of the Series A Exchangeable Preferred Stock hereunder
require registration with or approval of any governmental authority under any
Federal or State law before such shares may be issued upon conversion, the
Corporation will in good faith and as expeditiously as possible endeavor to
cause such shares to be duly registered or approved as the case may be.  If
the Common Stock is listed on the New York Stock Exchange or any other
national securities exchange or traded through the Nasdaq National Market, the
Corporation will, if permitted by the rules of such exchange or market, list
and keep listed on such exchange or make and keep eligible for trading on such
market (as the case may be), upon official notice of issuance, all shares of
Common Stock issuable upon conversion of the Series A Exchangeable Preferred
Stock; provided, however, that such shares of Common Stock may be delisted
from such exchange or may cease to be eligible for trading through such market
(as the case may be) if, prior to or concurrent with such delisting or
cessation of eligibility for trading, the Corporation causes such shares of
Common Stock to be listed on or eligible for trading through any other
national securities exchange or on the Nasdaq National Market.

      (g)  In case:

               (i) the Corporation shall (1) declare any dividend (or any
   other distribution) on its Common Stock, other than (A) a dividend
   payable in shares of Common Stock or (B) a dividend payable in cash out
   of its retained earnings other than any special or nonrecurring or other
   extraordinary dividend or (2) declare or authorize a redemption or
   repurchase of in excess of 10% of the then-outstanding shares of Common
   Stock; or

              (ii) the Corporation shall authorize the granting to all
   holders of Common Stock of rights or warrants to subscribe for or
   purchase any shares of stock of any class or series or of any other
   rights or warrants; or

              (iii) of any reclassification of Common Stock (other than a
   subdivision or combination of the outstanding Common Stock, or a change in
   par value, or from par value to no par value, or from no par value to par
   value), or of any consolidation or merger to which the Corporation is a
   party and for which approval of any shareholders of the Corporation shall
   be required, or of the sale or transfer of all or substantially all of the
   assets of the Corporation or of any share exchange whereby the Common Stock
   is converted into other securities, cash or other property; or

              (iv) of the voluntary or involuntary dissolution, liquidation or
   winding up of the Corporation;

   then the Corporation shall cause to be filed with the transfer agent for
   the Series A Exchangeable Preferred Stock, and shall cause to be mailed
   to the holders of record of the Series A Exchangeable Preferred Stock,
   at their last addresses as they shall appear upon the stock transfer
   books of the Corporation, at least ten days prior to the applicable
   record or effective date hereinafter specified, a notice stating (x) the
   date on which a record (if any) is to be taken for the purpose of such
   dividend, distribution, redemption, repurchase, rights or warrants or,
   if a record is not to be taken, the date as of which the holders of
   Common Stock of record to be entitled to such dividend, distribution,
   redemption, rights or warrants are to be determined or (y) the date on
   which such reclassification, consolidation, merger, sale, transfer,
   share exchange, dissolution, liquidation or winding up is expected to
   become effective and the date as of which it is expected that holders of
   Common Stock of record shall be entitled to exchange their shares of
   Common Stock for securities, cash or other property deliverable upon
   such reclassification, consolidation, merger, sale, transfer, share
   exchange, dissolution, liquidation or winding up (but no failure to mail
   such notice or any defect therein or in the mailing thereof shall affect
   the validity of the corporate action required to be specified in such
   notice).

      (h)  Notwithstanding any other provision in this Section 8 to the
contrary, if any Fundamental Change occurs, then the conversion price in
effect will be adjusted immediately after such Fundamental Change as
described below.  In addition, in the event of a Common Stock Fundamental
Change, each share of Series A Exchangeable Preferred Stock shall be
convertible solely into common stock of the kind received by holders of
Common Stock as the result of such Common Stock Fundamental Change.

               For purposes of calculating any adjustment to be made pursuant
to this Section 8(h) in the event of a Fundamental Change, immediately after
such Fundamental Change:

           (i)  In the case of a Non-Stock Fundamental Change, the
   conversion price of the Series A Exchangeable Preferred Stock shall
   thereupon become the lower of the conversion price in effect immediately
   prior to such Non-Stock Fundamental Change, but after giving effect to any
   other prior adjustments effected pursuant to this Section 8, and the result
   of A x $50/B, where:

            A = the greater of the Applicable Price or the then applicable
   Reference Market Price, and

            B = (x) the then-current Optional Redemption Price per share of
   Series A Exchangeable Preferred Stock or (y) for any Non-Stock
   Fundamental Change that occurs before the Series A Exchangeable
   Preferred Stock becomes redeemable by the Corporation pursuant to
   Section 5, the applicable price per share set forth for the date of such
   Non-Stock Fundamental Change in the following table:

After date of original issuance of Series A Exchangeable Preferred Stock
   and on or before [ ], 1998 .......................................... $
After [ ], 1998 and on or before [ ], 1999.............................. $
After [ ], 1998 and on or before [ ], 2000 ............................. $

   plus, in any case referred to in this clause (y), an amount equal
   to all per share dividends on the Series A Exchangeable Preferred
   Stock accrued and unpaid thereon, whether or not declared, to but
   excluding the date of such Non-Stock Fundamental Change; and

           (ii)  In the case of a Common Stock Fundamental Change, the
   conversion price of the Series A Exchangeable Preferred Stock in effect
   immediately prior to such Common Stock Fundamental Change, but after giving
   effect to any other prior adjustments effected pursuant to this Section 8,
   shall thereupon be adjusted by multiplying such conversion price by a
   fraction of which the numerator shall be the Purchaser Stock Price and the
   denominator shall be the Applicable Price; provided, however, that in the
   event of a Common Stock Fundamental Change in which 100% by value of the
   consideration received by a holder of Common Stock is common stock of the
   successor, acquiror or other third party (and cash, if any, is paid with
   respect to any fractional interests in such common stock resulting from
   such Common Stock Fundamental Change) and all of the Common Stock shall
   have been exchanged for, converted into or acquired for common stock (and
   cash with respect to fractional interests) of the successor, acquiror or
   other third party, the conversion price of the Series A Exchangeable
   Preferred Stock in effect immediately prior to such Common Stock
   Fundamental Change shall thereupon be adjusted by dividing such conversion
   price by the number of shares of common stock of the successor, acquiror,
   or other third party received by a holder of one share of Common Stock as a
   result of such Common Stock Fundamental Change.

        (i)  Notwithstanding the foregoing provisions, the issuance of
any shares of Common Stock pursuant to any plan providing for the
reinvestment of dividends or interest payable on securities of the
Corporation and the investment of additional optional amounts in shares of
Common Stock under any such plan, and the issuance of any shares of Common
Stock or options or rights to purchase such shares pursuant to any employee
benefit plan or program of the Corporation or pursuant to any option,
warrant, right or exercisable, exchangeable or convertible security
outstanding as of the date the Series A Exchangeable Preferred Stock was
first designated shall not be deemed to constitute an issuance of Common
Stock or exercisable, exchangeable or convertible securities by the
Corporation to which any of the adjustment provisions described above
applies.  There shall also be no adjustment of the conversion price in case
of the issuance of any stock (or securities convertible into or
exchangeable for stock) of the Corporation except as specifically described
in this Section 8.  If any action would require adjustment of the
conversion price pursuant to more than one of the provisions described
above, only one adjustment shall be made and such adjustment shall be the
amount of adjustment which has the highest absolute value to holders of
Series A Exchangeable Preferred Stock.

               Section 9.  Liquidation Rights.  (a) In the case of the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, holders of outstanding shares of Series A Exchangeable
Preferred Stock shall be entitled to receive a liquidation preference from
the net assets of the Corporation available for distribution to
stockholders in an amount in cash which for each such share shall equal $50
per share (the "Liquidation Preference"), plus an amount equal to any
accrued and unpaid dividends to the payment date, before any payment or
distribution is made to the holders of Common Stock or any other Junior
Liquidation Stock, but the holders of the shares of the Series A
Exchangeable Preferred Stock will not be entitled to receive the
liquidation preference of such shares until the liquidation preference of
any Senior Liquidation Stock has been paid in full.

      (b)  The holders of Series A Exchangeable Preferred Stock and Parity
Liquidation Stock, including the Series B PIK Preferred Stock, shall share
ratably in any liquidation, distribution or winding up of the Corporation
(after payment of the liquidation preference of the Senior Liquidation Stock)
in which the net assets or the proceeds thereof are not sufficient to pay in
full the aggregate of the amounts payable thereon, in the same ratio that the
respective amounts which would be payable on such distribution if the amounts
to which the holders of all the outstanding shares of Series A Exchangeable
Preferred Stock and Parity Liquidation Stock, including the Series B PIK
Preferred Stock, are entitled were paid in full, bear to each other.  After
payment in full of the liquidation preference of the shares of the Series A
Exchangeable Preferred Stock, the holders of such shares will not be entitled
to any further participation in any distribution of assets by the Corporation.

      (c)  Neither a consolidation nor merger of the Corporation with another
corporation nor a sale or transfer of all or substantially all of the
Corporation's property or assets will be considered a liquidation, dissolution
or winding up of the Corporation.

               Section 10.  Voting Rights.  (a) The holders of shares of
Series A Exchangeable Preferred Stock shall not be entitled to vote on any
matter on which the holders of any voting securities of the Corporation
shall be entitled to vote except as otherwise provided by this Section 10
or as required by law from time to time.  In exercising any such vote, each
outstanding share of Series A Exchangeable Preferred Stock will be entitled
to one vote, excluding shares held by any entity controlled by the
Corporation, which shares shall have no voting rights.

      (b)  In the event that the Corporation shall have failed to pay
dividends on Series A Exchangeable Preferred Stock or on any outstanding
shares of Parity Dividend Stock, including the Series B PIK Preferred
Stock, in an aggregate amount equal to at least six quarterly dividends on
such shares (whether or not consecutive)  (such failure, a "Dividend Non-
Payment"), the number of directors constituting the Board of Directors of
the Corporation, without further action, shall be increased by two and the
holders of the outstanding shares of Series A Exchangeable Preferred Stock
shall have the right, voting separately as a class with the holders of
Parity Dividend Stock on which like voting rights have been conferred and
are exercisable, including the Series B PIK Preferred Stock, to elect such
two additional members of the Board of Directors, at any annual meeting of
stockholders of the Corporation or by written consent pursuant to Section
228 of the General Corporation Law of the State of Delaware, in each case,
who shall continue to serve so long as such dividends on the Series A
Exchangeable Preferred Stock and Parity Dividend Stock, including the
Series B PIK Preferred Stock, have not been paid.  If and when all such
accrued and unpaid dividends on the Series A Exchangeable Preferred Stock
and Parity Dividend Stock, including the Series B PIK Preferred Stock, have
been paid or declared and set apart for payment, the holders of shares of
the Series A Exchangeable Preferred Stock and Parity Dividend Stock,
including the Series B PIK Preferred Stock, shall be divested of the
special voting rights provided by this Section 10, subject to revesting in
the event of every subsequent Dividend Non-Payment.  Upon termination of
such special voting rights, the term of office of each director elected
pursuant to this Section 10 by the holders of shares of Series A
Exchangeable Preferred Stock and Parity Dividend Stock, including the
Series B PIK Preferred Stock, (a "Preferred Stock Director") shall
terminate immediately and the number of directors constituting the entire
Board of Directors shall, without further action, be reduced by two,
subject always to the increase of the number of directors pursuant to this
Section 10 in the case of the future right of the holders of Series A
Exchangeable Preferred Stock to elect Preferred Stock Directors.  Any
Preferred Stock Director may be removed by, and shall not be removed
otherwise than by, the vote of the holders of record of a majority of the
outstanding shares of the Series A Exchangeable Preferred Stock and the
Parity Dividend Stock, including the Series B PIK Preferred Stock, entitled
to vote thereon present at a meeting called for such purpose at which a
quorum is present or by written consent pursuant to Section 228 of the
General Corporation Law of the State of Delaware.  So long as a Dividend
Non-Payment shall continue, any vacancy in the office of a Preferred Stock
Director may be filled by vote of the holders of record of a majority of
the outstanding shares of the Series A Exchangeable Preferred Stock and the
Parity Dividend Stock, including the Series B PIK Preferred Stock, entitled
to vote thereon present at a meeting called for such purpose at which a
quorum is present or by written consent pursuant to Section 228 of the
General Corporation Law of the State of Delaware.  As long as a Dividend
Non-Payment shall continue, holders of shares of the Series A Exchangeable
Preferred Stock shall not, as such stockholders, be entitled to vote on the
election or removal of directors other than Preferred Stock Directors, but
shall not be divested of any other voting rights provided to such
stockholders by law or this Certificate of Designation with respect to any
other matter to be acted upon by the stockholders of the Corporation.

      (c)  At any meeting held for the purpose of electing directors at
which the holders of outstanding shares of Series A Exchangeable Preferred
Stock shall have the right to elect directors as provided in this Section
10, the presence, in person or by proxy, of the holders of at least a
majority of the then outstanding shares of Series A Exchangeable Preferred
Stock and the Parity Dividend Stock, including the Series B PIK Preferred
Stock, on which like voting rights have been conferred and are exercisable
shall be required and be sufficient to constitute a quorum of such class
for the election of directors by such class.  At any such meeting or
adjournment thereof (i) the absence of a quorum of the holders of the
Series A Exchangeable Preferred Stock and the Parity Dividend Stock,
including the Series B PIK Preferred Stock, present in person or by proxy
shall not prevent the election of directors other than those to be elected
by the holders of the Series A Exchangeable Preferred Stock and the Parity
Dividend Stock, including the Series B PIK Preferred Stock, and the absence
of a quorum or quorums of the holders of any class or classes of any stock
or other securities of the Corporation other than the Series A Exchangeable
Preferred Stock and the Parity Dividend Stock, including the Series B PIK
Preferred Stock shall not prevent the election of directors to be elected
by the holders of the Series A Exchangeable Preferred Stock and the Parity
Dividend Stock, including the Series B PIK Preferred Stock and (ii) in the
absence of a quorum of the holders of any class of stock entitled to vote
for the election of directors, a majority of the holders present in person
or by proxy of such class shall have the power to adjourn the meeting for
the election of directors which the holders of such class are entitled to
elect, from time to time, without notice (except as required by law) other
than announcement at the meeting, until a quorum shall be present.

      (d)  So long as any shares of Series A Exchangeable Preferred Stock
remain outstanding, the Corporation will not, without the affirmative vote
or consent of the holders of at least 66 2/3% of all shares of Series A
Exchangeable Preferred Stock and Series B PIK Preferred Stock and other
Parity Stock, voting separately as one class:

           (i)    amend, alter or repeal (by merger or otherwise) any
   provision of the Certificate of Incorporation or any terms or provisions of
   this Certificate of Designation or the by-laws of the Corporation so as to
   affect adversely the relative rights, preferences, qualifications,
   limitations, or restrictions of the Series A Exchangeable Preferred Stock;
   or
           (ii)   authorize or issue, or increase the authorized or issued
   amount of any Senior Dividend Stock, Senior Liquidation Stock or any
   security convertible into such Senior Dividend Stock or such Senior
   Liquidation Stock; or

           (iii) effect any reclassification of the Series A Exchangeable
   Preferred Stock.

or, without the consent of the holders of a majority of Series
A Exchangeable Preferred Stock and Series B PIK Preferred Stock and other
Parity Stock, voting separately as one class, authorize or issue, or increase
the authorized or issued amount of any additional class of Parity Stock or any
Security Convertible into such Parity Stock.

               Section 11.  Registration, Transfer and Exchanges.  The
Corporation will keep with American Stock Transfer & Trust Company, the
registrar and transfer agent, a register in which the Corporation will provide
for the registration and transfer of shares of Series A Exchangeable Preferred
Stock.  Any holder of shares of Series A Exchangeable Preferred Stock may, at
its option, in person or by duly authorized attorney, surrender the
certificate representing the same for exchange at American Stock Transfer &
Trust Company (duly endorsed or accompanied, if so required by the
Corporation, by a written instrument of transfer duly executed by such holder
or his or her duly authorized attorney), and, within a reasonable time
thereafter and without expense (other than transfer taxes, if any), receive in
exchange therefor one or more duly executed certificate or certificates dated
as of the date to which dividends have been paid on the shares of Series A
Exchangeable Preferred Stock so surrendered, or if no dividend has yet been so
paid, then dated the date hereof, and registered in such name or names, all as
may be designated by such holder, for the same aggregate number of shares of
Series A Exchangeable Preferred Stock as represented by the certificate or
certificates so surrendered.  The Corporation covenants and agrees to take and
cause to be taken all action reasonably necessary to effect such
registrations, transfers and exchanges.  Each share of Series A Exchangeable
Preferred Stock issued in exchange for any share shall carry the same rights
to unpaid dividends, redemption payments and exchange for Notes which were
carried by the share so exchanged, so that neither gain nor loss of any such
right shall result from any such transfer or exchange.

               The Corporation and any agent of the Corporation may treat the
person in whose name any share of Series A Exchangeable Preferred Stock is
registered as the owner of such share for the purpose of receiving payment of
dividends, and amounts payable on redemption and liquidation in respect of
such share and Notes receivable upon an exchange and for all other purposes.

               Section 12.  Definitions.  Unless the context or use indicates
another or different meaning or intent, as used herein, the following terms
shall have the following meanings, terms defined in the singular to have a
correlative meaning when used in the plural and vice versa:

               "Applicable Price" means (i) in the event of a Non-Stock
Fundamental Change in which the holders of the Common Stock receive only cash,
the amount of cash received by the holder of one share of Common Stock and
(ii) in the event of any other Non-Stock Fundamental Change or any Common
Stock Fundamental Change, the average of the Closing Prices for the Common
Stock during the ten consecutive Trading Days prior to and including the
record date for the determination of the holders of Common Stock entitled to
receive cash, securities, property or other assets in connection with such
Non-Stock Fundamental Change or Common Stock Fundamental Change, or, if there
is no such record date, the date upon which the holders of the Common Stock
shall have the right to receive such cash, securities, property or other
assets, in each case, as adjusted in good faith by the Board of Directors or
the Corporation to appropriately reflect any of the events referred to in
clauses (i) through (v) of Section 8(c).

               "Business Day" shall mean any day other than a Saturday, Sunday
or any day on which banking institutions are authorized to close in New York,
New York.

               "Closing Price" of any security means on any day the last
reported sale price regular way on such day or in case no sale takes place on
such day, the average of the reported closing bid and asked prices regular way
in each case on the New York Stock Exchange, Inc. or, if the security is not
quoted on such system, on the principal national securities exchange or
quotation system on which such security is listed or admitted to trading or
quoted, or, if not listed or admitted to trading on any national securities
exchange or quotation system, the average of the closing bid and asked prices
in the over-the-counter market on such day as reported by the National
Quotation Bureau Incorporated, or a similarly generally accepted reporting
service, or, if not so available in such manner, as furnished by any New York
Stock Exchange Member firm selected from time to time by the Board of
Directors for that purpose.

               "Common Stock Fundamental Change" means any Fundamental Change
in which more than 50% of the value (as determined in good faith by the Board
of Directors of the Corporation) of the consideration received by holders of
Common Stock consists of common stock that for each of the ten consecutive
Trading Days referred to with respect to such Fundamental Change in the
definition of "Applicable Price" has been admitted for listing or admitted for
listing subject to notice of issuance on a national securities exchange or
quoted on the Nasdaq National Market, provided, however, that a Fundamental
Change shall not be a Common Stock Fundamental Change unless either (i) the
Corporation continues to exist after the occurrence of such Fundamental Change
and the outstanding shares of Series A Exchangeable Preferred Stock continue
to exist as outstanding Series A Exchangeable Preferred Stock, or (ii) not
later than the occurrence of such Fundamental Change, the outstanding shares
of Series A Exchangeable Preferred Stock are converted into or exchanged for
shares of preferred stock of a corporation succeeding to the business of the
Corporation, which preferred stock has powers, preferences and relative,
participating, optional or other rights, and qualifications, limitations and
restrictions, substantially similar to those of the Series A Exchangeable
Preferred Stock.

               "Current Market Price Per Share" shall mean, as to the Common
Stock on any date in question, the average of the daily Closing Prices for the
five consecutive Trading Days prior to and including the date in question;
provided, however, that:

           (i)   if the Ex Date for any event (other than the issuance or
   distribution requiring such computation) that required an adjustment to
   the conversion price pursuant to subparagraphs (i), (ii), (iii), (iv) or
   (v) of Section 8(c)  ("Other Event") occurs after the fifth Trading Day
   prior to the day in question and prior to the Ex Date for the issuance
   or distribution requiring such computation (the "Current Event"), the
   Closing Price for each Trading Day prior to the Ex Date for such Other
   Event shall be adjusted by multiplying such Closing Price by the same
   fraction by which the conversion price is so required to be adjusted as
   a result of such Other Event,

           (ii)  if the Ex Date for any Other Event occurs after the Ex Date
   for the Current Event and on or prior to the date in question, the
   Closing Price for each Trading Day on and after the Ex Date for such
   Other Event shall be adjusted by multiplying such Closing Price by the
   reciprocal of the fraction by which the conversion price is so required
   to be adjusted as a result of such Other Event,

           (iii) if the Ex Date for any Other Event occurs on the Ex Date
   for the Current Event, one of those events, as determined by the
   Corporation, shall be deemed for purposed of clauses (i) and (ii) of
   this proviso to have an Ex Date occurring prior to the Ex Date for the
   other of those events, and

           (iv) if the Ex Date for the Current Event is on or prior to the
   date in question, then after taking into account any adjustment required
   pursuant to clause (ii) of this proviso, the Closing Price for each Trading
   Day on or after such Ex Date shall be adjusted by adding thereto the amount
   of any cash and the fair market value on the date in question (as
   determined in good faith by the Board of Directors in a manner consistent
   with any determination of such value for purposes of paragraph (iv) or (v)
   of Section 8(c), whose determination shall be conclusive and described in a
   resolution of the Board of Directors) of the portion of the rights,
   warrants, evidences of indebtedness, shares of capital stock or assets
   being distributed applicable to one share of Common Stock.

               "Ex Date" shall mean (i) when used with respect to any issuance
or distribution, means the first date on which the Common Stock trades regular
way on the relevant exchange or in the relevant market from which the Closing
Price was obtained without the right to receive such issuance or distribution
and (ii) when used with respect to any subdivision or combination of shares of
Common Stock, means the first date on which the Common Stock trades regular
way on such exchange or in such market after the time at which such
subdivision or combination becomes effective.

               "Fundamental Change" means the occurrence of any transaction or
event in connection with a plan pursuant to which all or substantially all of
the Common Stock shall be exchanged for, converted into, acquired for or
constitute solely the right to receive cash, securities, property or other
assets (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise) provided, in the case of a plan involving more than one such
transaction or event, for purposes of adjustment of the conversion price, such
Fundamental Change shall be deemed to have occurred when substantially all of
the Common Stock of the Corporation shall be exchanged for, converted into, or
acquired for or constitute solely the right to receive cash, securities,
property or other assets, but the adjustment shall be based upon the highest
weighted average per share consideration which a holder of Common Stock could
have received in such transactions or events as a result of which more than
50% of the Common Stock of the Corporation shall have been exchanged for,
converted into, or acquired for or constitute solely the right to receive cash,
securities, property or other assets.

               "Non-Stock Fundamental Change" means any Fundamental Change
other than a Common Stock Fundamental Change.

               "Purchaser Stock Price" means, with respect to any Common Stock
Fundamental Change, the average of the Closing Prices for the common stock
received in such Common Stock Fundamental Change for the ten consecutive
Trading Days prior to and including the record date for the determination of
the holders of Common Stock entitled to receive such common stock, or if there
is no such record date, the date upon which the holders of the Common Stock
shall have the right to receive such common stock, in each case, as adjusted
in good faith by the Board of Directors to appropriately reflect any of the
events referred to in clauses (i) through (v) Section 8(c); provided, however,
that if no such Closing Prices exist, the Purchaser Stock Price shall be set
at a price determined in good faith by the Board of Directors of the
Corporation.

               "Reference Market Price" shall mean $[     ] (which is an
amount equal to 66 2/3% of the reported last sale price for the Common Stock
on the New York Stock Exchange on [          ], 1997) and in the event of any
adjustment to the conversion price other than as a result of a Fundamental
Change, the Reference Market Price shall also be adjusted so that the ratio of
the Reference Market Price to the conversion price after giving effect to any
such adjustment shall always be the same ratio of $      to the initial
conversion price specified in the first sentence of Section 8.

               "Trading Day" shall mean a day on which securities traded on
the national securities exchange or quotation system or in the
over-the-counter market used to determine the Closing Price.



               IN WITNESS WHEREOF, LABORATORY CORPORATION OF AMERICA HOLDINGS
has caused this Certificate to be signed by one of its [          ] and to be
attested to by its Secretary, as of the ____ day of [          ] 1997.



                                        LABORATORY CORPORATION
                                          OF AMERICA HOLDINGS




                                        By_________________________________
                                          Name:
                                          Title:






 Attest_________________________________
       Name: Bradford T. Smith
       Title: Secretary

