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                                                             EXHIBIT 10.16

                                 AMERIPATH INC.

                         1996 DIRECTOR STOCK OPTION PLAN

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         1. Purpose. The purpose of this Plan is to attract and retain
qualified and competent persons to serve as directors of Ameripath, Inc., a 
Delaware corporation (the "Company"), or its Subsidiaries and to provide such 
directors with additional incentive to contribute to the success of the Company
and its Subsidiaries by providing them with an opportunity to share in the 
increase in value of the Company.

         2. Definitions. As used herein, the following terms shall have the
meaning indicated:

            (a) "Board" shall mean the Board of Directors of the Company.

            (b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

            (c) "Committee" shall mean the committee appointed pursuant
to Section 13 hereof to administer the Plan, or in the event that the Board does
not appoint such Committee, the Board.

            (d) "Common Stock" shall mean the Company's Common Stock, par
value $0.01 per share.
   
            (e) "Company" shall refer to Ameripath, Inc., a Delaware
corporation.

            (f) "Director" shall mean a member of the Board or of the
Board of Directors of any Subsidiary.

            (g) "Effective Date" shall mean November 21, 1996.

            (h) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

            (i) "Fair Market Value" of a Share on any date of reference
shall be the "Closing Price" (as defined below) of the Common Stock on the
business day immediately preceding such date, unless the Committee in its sole
discretion shall determine otherwise in a fair and uniform manner. For the
purpose of determining Fair Market Value, the "Closing Price" of the Common
Stock on any business day shall be (i) if the Common Stock is listed or admitted
for trading on any United States national securities exchange, or if actual
transactions are otherwise reported on a consolidated transaction reporting
system, the last reported sale price of Common Stock on such exchange or
reporting system, as

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reported in any newspaper of general circulation, (ii) if the Common Stock is
quoted on the National Association of Securities Dealers Automated Quotations
System ("Nasdaq"), or any similar system of automated dissemination of
quotations of securities prices in common use, the last reported sale price of
Common Stock for such day on such system, or (iii) if neither clause (i) or (ii)
is applicable, the mean between the high bid and low asked quotations for the
Common Stock as reported by the National Quotation Bureau, Incorporated if at
least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least five of the ten preceding days. If neither (i), (ii),
or (iii) above is applicable, then Fair Market Value shall be determined in good
faith by the Committee in a fair and uniform manner.

            (j) "Non-Employee Director" shall refer to a Director who is
not an employee of the Company or any Subsidiary.

            (k) "Option" (when capitalized) shall mean any option granted
under this Plan.

            (l) "Optionee" shall mean a person to whom a stock option is
granted under this Plan or any person who succeeds to the rights of such person
under this Plan by reason of the death of such person or otherwise.

            (m) "Plan" shall mean this 1996 Director Stock Option Plan
for the Company.

            (n) "Share(s)" shall mean a share or shares of the Common
Stock.

            (o) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

         3. Shares and Options. The Committee may grant to Optionees from time
to time, Options to purchase an aggregate of up to 100,000 Shares from
authorized and unissued Shares, provided that upon initial election to the
Board, each Non-Employee Director shall be granted an option to purchase 5,000
Shares, the exercise price of which shall be determined as of the date on which
he or she commences service as a Director.

         4. Non-Qualified Options. Options granted under this Plan shall not
qualify as "Incentive Stock Options," as such term is used in Section 422 of the
Code.

         5. Conditions for Grant of Options.

            (a) Each Option shall be evidenced by an option agreement that may
contain any term deemed necessary or desirable by the Committee, provided such
terms are not inconsistent with this Plan or any applicable law. Optionees shall
be those persons selected by the Committee who are Non-Employee Directors.



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            (b) In granting Options, the Committee shall take into consideration
the contribution the person has made or has an opportunity to make with respect
to the success of the Company or its Subsidiaries and such other factors as the
Committee shall determine. The Committee shall also have the authority to
consult with and receive recommendations from officers and other personnel of
the Company and its Subsidiaries with regard to these matters. The Committee
may, from time to time in granting Options, prescribe such other terms and
conditions concerning such Options as it deems appropriate, including, without
limitation, (i) prescribing the date or dates on which the Option becomes
exercisable, (ii) providing that the Option rights accrue or become exercisable
in installments over a period of years, and/or upon the attainment of stated
goals, or (iii) relating an Option to the continued employment of the Optionee
for a specified period of time, provided that such terms and conditions are not
more favorable to an Optionee than those expressly permitted herein.

         6. Option Price.  The option price per Share of any Option shall be 
any price determined by the Committee, but shall not be less than the par value
per Share.

         7. Exercise of Options. An Option shall be deemed exercised when (i)
the Company or the Committee has received written notice of such exercise in
accordance with the terms of the Option, (ii) full payment of the aggregate
option price of the Shares as to which the Option is exercised has been made,
and (iii) arrangements that are satisfactory to the Committee in its sole
discretion have been made for the Optionee's payment to the Company of the
amount that is necessary for the Company or Subsidiary employing the Optionee to
withhold in accordance with applicable Federal or state tax withholding
requirements. Unless further limited by the Committee in any Option, the option
price of any Shares purchased shall be paid (1) in cash, (2) by certified or
official bank check, (3) by money order, (4) with Shares owned by the Optionee
that have been owned by the Optionee for more than 6 months on the date of
surrender or such other period as may be required to avoid a charge to the
Company's earnings for financial accounting purposes, (5) by authorization for
the Company to withhold Shares issuable upon exercise of the Option, (6) by
arrangement with a broker that is acceptable to the Committee where payment of
the Option price is made pursuant to an irrevocable direction to the broker to
deliver all or part of the proceeds from the sale of the Option Shares to the
Company in payment of the Option price, or (7) any combination of the foregoing.
The Committee in its sole discretion may accept a personal check in full or
partial payment of any Shares. If the exercise price is paid in whole or in part
with Shares, the value of the Shares surrendered shall be their Fair Market
Value on the date the Option is exercised. The Company in its sole discretion
may, on an individual basis or pursuant to a general program established in
connection with this Plan, and subject to applicable law, lend money to an
Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to
obtain the cash necessary to exercise all or a portion of an Option granted
hereunder or to pay any tax liability of the Optionee attributable to such
exercise. If the exercise price is paid in whole or part with Optionee's
promissory note, such note shall (i) provide for full recourse to the maker,
(ii) be collateralized by the pledge of the Shares that the Optionee purchases
upon exercise of such Option, (iii) bear interest at a rate no less than the
prime rate of the Company's principal lender, and (iv) contain such other terms
as the Board in its sole discretion shall reasonably require. No Optionee shall
be deemed to be a holder of any Shares subject to an Option unless and until a
stock certificate or certificates for such Shares are issued to such person(s)

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under the terms of this Plan. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as expressly provided in Section 10
hereof.

         8.       Exercisability of Options. Except as otherwise provided in 
this Section 8, any Option shall become exercisable in such amounts, at such 
intervals and upon such terms as the Committee shall provide in such Option.

                  (a) The expiration date of an Option shall be determined by
the Committee at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date on which the Option
is granted.

                  (b)      Unless otherwise provided in any Option, each 
outstanding Option shall become immediately fully exercisable:

                           (i) if there occurs any transaction (which shall
                  include a series of transactions occurring within 60 days or
                  occurring pursuant to a plan), that has the result that
                  stockholders of the Company immediately before such
                  transaction cease to own at least 51% of the voting stock of
                  the Company or of any entity that results from the
                  participation of the Company in a reorganization,
                  consolidation, merger, liquidation or any other form of
                  corporate transaction;

                           (ii) if the stockholders of the Company shall approve
                  a plan of merger, consolidation, reorganization, liquidation
                  or dissolution in which the Company does not survive (unless
                  the approved merger, consolidation, reorganization,
                  liquidation or dissolution is subsequently abandoned); or

                           (iii) if the stockholders of the Company shall
                  approve a plan for the sale, lease, exchange or other
                  disposition of all or substantially all the property and
                  assets of the Company (unless such plan is subsequently
                  abandoned).

                  (c) The Committee may in its sole discretion accelerate the
date on which any Option may be exercised and may accelerate the vesting of any
Shares subject to any Option.

         9.       Termination of Option Period.

                  (a) The unexercised portion of any Option granted to an
Optionee shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:

                      (i)      immediately upon the involuntary removal of the 
                  Optionee from the Board, other than a result of the 
                  Optionee's failure to be elected as a member of the Board;


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                        (ii)     twelve months after the date on which the 
                  Optionee's ceases to be a Director, other than by reason of 
                  an involuntary removal;

                        (iii) the date specified in the agreement evidencing 
                  the grant of the Option.

                  (b)   The Board or the Committee in its sole discretion 
may by giving written notice (the "Cancellation Notice") cancel, effective upon
the date of the consummation of any corporate transaction described in 
Subsections 8(b)(ii) or (iii) hereof, any Option that remains unexercised on 
such date. Such Cancellation Notice shall be given a reasonable period of time 
prior to the proposed date of such cancellation and may be given either before 
or after approval of such corporate transaction.

         10.      Adjustment of Shares.

                  (a)   If at any time while the Plan is in effect or 
unexercised Options are outstanding, there shall be any increase or decrease 
in the number or change in the nature of issued and outstanding Shares through 
the declaration of a stock dividend or through any recapitalization resulting 
in a stock split-up, combination or exchange of Shares, then and in such event:

                        (i) appropriate adjustment shall be made by the
                  Committee in the maximum number of Shares available for grant
                  under the Plan, and to any one Optionee, so that the same
                  percentage of the Company's issued and outstanding Shares
                  shall remain subject to purchase at the same aggregate
                  exercise price; and

                        (ii) appropriate adjustment shall be made by the
                  Committee in the number of Shares and the exercise price per
                  Share thereof then subject to any outstanding Option, so that
                  the same percentage of the Company's issued and outstanding
                  Shares shall remain subject to purchase at the same aggregate
                  exercise price.

                  (b)   Unless otherwise provided in any Option or determined by
the Committee, the Committee may change the terms of Options outstanding under
this Plan, including with respect to the option price or the number of Shares
subject to the Options, or both, when, in the Committee's sole discretion, such
adjustments become appropriate by reason of a corporate transaction described in
Subsections 8(b)(ii) or (iii) hereof.

                  (c)   Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the number of or
exercise price of Shares then subject to outstanding Options granted under the
Plan.

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                  (d)   Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

         11.      Transferability of Options and Shares.

                  (a)   Unless the Committee's prior written consent is obtained
(which consent may be obtained at the time an Option is granted) and the
transaction does not violate the requirements of Rule 16b-3 promulgated under
the Exchange Act no Option, shall be subject to alienation, assignment, pledge,
charge or other transfer other than by the Optionee by will or the laws of
descent and distribution, and any attempt to make any such prohibited transfer
shall be void. Each Option shall be exercisable during the Optionee's lifetime
only by the Optionee, or in the case of an Option that has been assigned or
otherwise transferred with the Committee's prior written consent, only by the
assignee consented to by the Committee.

                  (b)   Unless the Committee's prior written consent is obtained
(which consent may be obtained at the time an Option is granted) and the
transaction does not violate the requirements of Rule 16b-3 promulgated under
the Exchange Act, no Shares acquired pursuant to the exercise of an Option may
be sold, assigned, pledged or otherwise transferred prior to the expiration of
the six-month period following the date on which the Option was granted.

         12.      Issuance of Shares.

                  (a)   Notwithstanding any other provision of this Plan, the
Company shall not be obligated to issue any Shares unless it is advised by
counsel of its selection that it may do so without violation of the applicable
Federal and State laws pertaining to the issuance of securities, and may require
any stock so issued to bear a legend, may give its transfer agent instructions,
and may take such other steps, as in its judgment are reasonably required to
prevent any such violation.

                  (b)   As a condition of any sale or issuance of Shares upon
exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation including, but not limited to, the
following:

                        (i)  a representation and warranty by the Optionee to
                  the Company, at the time any Option is exercised, that he is
                  acquiring the Shares to be 

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                  issued to him for investment and not with a view to, or for 
                  sale in connection with, the distribution of any such Shares;
                  and

                        (ii) a representation, warranty and/or agreement to
                  be bound by any legends that are, in the opinion of the
                  Committee, necessary or appropriate to comply with the
                  provisions of any securities law deemed by the Committee to be
                  applicable to the issuance of the Shares and are endorsed upon
                  the Share certificates.

         13.      Administration of the Plan.

                  (a)   The Plan shall be administered by the Committee, which 
shall consist of not less than two Directors.  The Committee shall have all of 
the powers of the Board with respect to the Plan. Any member of the Committee 
may be removed at any time, with or without cause, by resolution of the Board, 
and any vacancy occurring in the membership of the Committee may be filled by 
appointment of the Board.

                  (b) The Board may reserve to itself the power to grant Options
to Directors of the Company or any Subsidiary. If and to the extent that the
Board reserves such powers, then all references herein to the Committee shall
refer to the Board with respect to the Options granted by the Board.

                  (c) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The Committee's
determinations and its interpretation and construction of any provision of the
Plan shall be final and conclusive.

                  (d) Any and all decisions or determinations of the Committee
shall be made either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the unanimous written approval of the
members of the Committee.

         14.      Withholding or Deduction for Taxes. If at any time specified 
herein for the making of any issuance or delivery of any Option or Common Stock
to any Optionee, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or take any other action in connection with the
issuance or delivery then to be made, such issuance or delivery shall be
deferred until such withholding or deduction shall have been provided for by the
Optionee or beneficiary, or other appropriate action shall have been taken.

          15.     Interpretation.

                  (a) As it is the intent of the Company that the Plan comply in
all respects with Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"),
any ambiguities or inconsistencies in construction of the Plan shall be
interpreted to give effect to such intention, and if any provision of the Plan
is found not to be in compliance with Rule 16b-3, such provision shall be deemed
null and void to the extent required to permit the Plan to comply with Rule 16b-
3. The Board and the Committee each may from time to time adopt 


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rules and regulations under, and amend, the Plan in furtherance of the intent 
of the foregoing.

                  (b) This Plan shall be governed by the laws of the State of 
Delaware.

                  (c) Headings contained in this Plan are for convenience only 
and shall in no manner be construed as part of this Plan.

                  (d) Any reference to the masculine, feminine, or neuter 
gender shall be a reference to such other gender as is appropriate.

         16.      Amendment and Discontinuation of the Plan. The Board and the
Committee each may from time to time amend the Plan or any Option; provided,
however, that, except to the extent provided in Section 10, no such amendment
may, without approval by the stockholders of the Company, (i) increase the
number of securities which may be issued under the Plan pursuant to the 
exercise of Incentive Stock Options, (ii) modify the requirements as to 
eligibility for participation in the Plan or (iii) increase the aggregate 
number of Options that may be granted to any one Optionee; and provided 
further, that, except to the extent provided in Section 9, no amendment or 
suspension of the Plan or any Option issued hereunder shall substantially 
impair any Option previously granted to any Optionee without the consent of such
Optionee. Shareholder approval also shall be required for any amendment to the
Plan if and to the extent such approval is required by any federal or state law
or regulation or the rules of any stock exchange or automated quotation system
on which the Common Stock may then be listed or quoted.

         17.      Effective Date and Termination Date.  The Plan shall be 
effective upon the Effective Date and shall terminate on the 10th anniversary 
of the Effective Date.

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