<SUBMISSION>
<ACCESSION-NUMBER>0000950170-00-001211
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20000721
<ITEMS>5
<ITEMS>7
<FILING-DATE>20000802
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMERIPATH INC
<CIK>0001027532
<ASSIGNED-SIC>8090
<IRS-NUMBER>650642485
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-22313
<FILM-NUMBER>684190
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7289 GARDEN RD
<STREET2>SUITE 200
<CITY>RIVER BEACH
<STATE>FL
<ZIP>33404
<PHONE>5618451850
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7289 GARDEN RD
<STREET2>SUITE 200
<CITY>RIVER BEACH
<STATE>FL
<ZIP>33404
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (date of earliest event reported)    July 21, 2000
                                                --------------------------------



                                 AMERIPATH, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                                    Delaware
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)



             000-22313                                   65-0642485
       ------------------------                ---------------------------------
       (Commission File Number)                (IRS Employer Identification No.)



                                7289 Garden Road
                                    Suite 200
                          Riviera Beach, Florida 33404
--------------------------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)



Registrant's telephone number, including area code    (561) 845-1850
                                                  ------------------------------



                                       N/A
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>


Item 5.       Other Events

              AMENDMENT TO CREDIT FACILITY; IMPAIRMENT OF INTANGIBLE ASSETS

         In the Company's 1999 annual report on Form 10-K and its Form 10-Q for
the first quarter of 2000, the Company disclosed the possible impairment of the
intangible assets attributable to an acquired practice in Cleveland, Ohio. On
June 8, 2000, the Company announced that it anticipated recording a pre-tax
noncash charge of approximately $4.7 million, and related cash charges of
approximately $540,000, in connection with the impairment of these intangible
assets in the second quarter of 2000. The Company had provided services at four
hospitals and an ambulatory care facility owned by Primary Health Systems
("PHS"), a regional hospital network in Cleveland, Ohio. During the first
quarter of 2000, PHS began implementing a plan of reorganization filed under
Chapter 11 with the U.S. Bankruptcy Court for the District of Delaware, and
closed one hospital. During the second quarter, the bankruptcy court approved
the sale of two hospitals and the ambulatory care facility to local purchasers
in the Cleveland area. The Company's contracts with these two hospitals and the
ambulatory care facility were not accepted by the purchasers, who have elected
to employ their own pathologists. One hospital has not been sold and continues
to do business with the Company. These charges resulted in a reduction of net
income for the second quarter of $3.9 million, or $.18 per share.

         On July 20, 2000 Ameripath, Inc, (the "Company"), announced that it has
amended its up to $300 million credit facility with the syndicate of banks led
by Fleet National Bank. The amendment allows for the Company's current
compliance with the credit facility by excluding charges totaling approximately
$5.2 million from the calculation of the Company's consolidated operating cash
flow covenant through March 31, 2001. These charges related to an impairment of
assets and related charges at an acquired practice in Cleveland, Ohio, as
described above. The amendment to the Company's Credit Facility was obtained to
cure a potential default that otherwise would have likely occurred under the
operating cash flow covenant of the credit facility as a result of the asset
impairment charge. In addition, the amendment increases the Company's operating
cash flow requirements under the facility for the trailing twelve months ending
December 31, 2002 and thereafter; requires that a minimum of 10% of the purchase
price of future acquisitions greater than $5 million be in the form of the
Company's capital stock; and allows for an investment of up to $3 million in
Genomics Collaborative, Inc. The amendment is not expected to have an adverse
effect on the Company's operations or strategies.

         This description is not complete and is qualified in its entirety by
reference to the Amended And Restated Credit Agreement Amendment No. 1, dated as
of July 21, 2000 attached as Exhibit 10.44 and the Press Releases attached as
Exhibits 99.1 and 99.2 hereto, which Exhibits are incorporated herein by
reference.


                                       2
<PAGE>

Item 7.       Financial Statements, Pro Forma Financials and Exhibits

(c)      Exhibits

       Exhibit
        Number                             Description
    ------------  -----------------------------------------------------------

         10.44    Amended And Restated Credit Agreement, Amendment No. 1, dated
                  as of July 21, 2000, among AmeriPath, Inc., certain of its
                  Subsidiaries, Fleet National Bank (f/k/a BankBoston, N.A.),
                  and certain other lenders

         99.1     Press release, dated July 20, 2000, announcing that the
                  Company has amended its up to $300 million credit facility
                  with the syndicate of banks led by Fleet National Bank.

         99.2     Press release, dated June 8, 2000, announcing the anticipated
                  recording of a $4.7 million non-cash pre-tax charge and
                  $540,000 cash charge in connection with the impairment of
                  intangible assets at an acquired practice in Cleveland, Ohio.


                                       3
<PAGE>

                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            AMERIPATH, INC.



Dated:  August 2, 2000                       By:/s/ Robert P. Wynn
                                               ----------------------------
                                               Robert P. Wynn
                                               Executive Vice President and
                                               Chief Financial Officer

<PAGE>

                                INDEX TO EXHIBITS

       Exhibit
        Number                             Description
    ------------  -----------------------------------------------------------

         10.44    Amended And Restated Credit Agreement, Amendment No. 1, dated
                  as of July 21, 2000, among AmeriPath, Inc., certain of its
                  Subsidiaries, Fleet National Bank (f/k/a BankBoston, N.A.),
                  and certain other lenders

         99.1     Press release, dated July 20, 2000, announcing that the
                  Company has amended its up to $300 million credit facility
                  with the syndicate of banks led by Fleet National Bank.

         99.2     Press release, dated June 8, 2000, announcing the anticipated
                  recording of a $4.7 million non-cash pre-tax charge and
                  $540,000 cash charge in connection with the impairment of
                  intangible assets at an acquired practice in Cleveland, Ohio.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


                                                                   EXHIBIT 10.44

                                 AMERIPATH, INC.

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                 Amendment No. 1

         This Agreement, dated as of July 21, 2000 (this "Agreement"), is among
AmeriPath, Inc., a Delaware corporation, its Subsidiaries set forth on the
signature pages hereof and Fleet National Bank (f/k/a BankBoston, N.A.), as
Agent for itself and the Required Lenders under the Credit Agreement (as defined
below). The parties agree as follows:

         1. Credit Agreement; Definitions. This Agreement amends the Amended and
Restated Credit Agreement dated as of December 16, 1999 among the parties hereto
and the Lenders (as in effect prior to giving effect to this Agreement, the
"Credit Agreement"). Terms defined in the Credit Agreement as amended hereby
(the "Amended Credit Agreement") and not otherwise defined herein are used with
the meaning so defined.

         2. Amendment of Credit Agreement. Effective upon the date hereof, the
Credit Agreement is amended as follows:

                  2.1. Amendment of Section 6.5.3. Section 6.5.3 of the Credit
         Agreement is amended to read in its entirety as follows:

                  "6.5.3. Consolidated Operating Cash Flow. On the last day of
                  each fiscal quarter of the Borrower, Consolidated Operating
                  Cash Flow for the period of four consecutive fiscal quarters
                  then ending shall equal or exceed the percentage specified in
                  the table below of the sum of (i) Consolidated Total Debt
                  Service for such period minus (ii) voluntary prepayments of
                  the Loan:

                  Period Ending                                     Percentage

                  Initial Closing Date through
                  December 30, 2002                                   125%

                  December 31, 2002 through
                  December 30, 2003                                   130%

                  December 31, 2003 and thereafter                    145%

                  Notwithstanding the foregoing, in calculating Consolidated
                  Operating Cash Flow for purposes of this Section 6.5.3, for
                  periods ending June 30, 2000 through March 31, 2001, charges
                  totaling $5,240,000 in connection with the impairment

<PAGE>
                  of assets and related charges for AmeriPath PCC, Inc. shall
                  not be subtracted from Consolidated EBITDA."

                  2.2. Amendment to Section 6.9. Section 6.9 of the Credit
         Agreement is amended by inserting the following new Section 6.9.8 at
         the end of such Section 6.9:

                  "6.9.8. Minority equity Investment of up to $3,000,000 in
                  Genomics Collaborative, Inc."

                  2.3. Amendment to Section 6.21.2(a). Section 6.21.2(a) of the
         Credit Agreement is amended to read in its entirety as follows:

                  "(a) Purchase Price Limitation. The Financing Debt component
                  of the consideration for such acquisition shall not exceed the
                  sum of 450% of the Pro Forma EBITDA of the Acquired Party for
                  the most recently completed period of four consecutive fiscal
                  quarters plus the cash and Cash Equivalents of the Acquired
                  Party that are being purchased. In addition, a minimum of 10%
                  of the Purchase Price shall be in the form of the Company's
                  capital stock."

         3. Representation and Warranty. In order to induce the Agent to enter
into this Agreement, each of the Borrower and the Guarantors jointly and
severally represents and warrants that, after giving effect to this Agreement,
no Default exists.

         4. Payment of Agent's Legal Expenses. Upon or prior to the
effectiveness of this Agreement, the Borrower agrees to pay the reasonable legal
fees and expenses of the Agent with respect to this Agreement and the
transactions contemplated hereby.

         5. General. The Amended Credit Agreement and all of the Credit
Documents are each confirmed as being in full force and effect. This Agreement,
the Amended Credit Agreement and the other Credit Documents referred to herein
or therein constitute the entire understanding of the parties with respect to
the subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral. Each of this Agreement
and the Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns, including as such successors and assigns all holders of
any Credit Obligation. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of The
Commonwealth of Massachusetts.


<PAGE>


         Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first written above.

                                       AMERIPATH, INC.


                                       By  /s/ Robert P. Wynn
                                         ------------------------------------
                                            Name: Robert P. Wynn
                                            Title: Executive Vice President



<PAGE>
                                The Guarantors

                                AMERIPATH ALABAMA, INC.
                                SHOALS PATHOLOGY ASSOCIATES, INC.
                                AMERIPATH FLORIDA, INC.
                                LABORATORY PHYSICIANS, JACKSONVILLE, INC.
                                PASADENA PATHOLOGY EDWARD K MILLER, M.D., INC.
                                SOUTH FLORIDA PATHOLOGY ASSOCIATES, INC.
                                HIALEAH PATHOLOGY ASSOCIATES, INC.
                                OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC.
                                AMERIPATH INDIANA, INC.
                                AMERIPATH KENTUCKY, INC.
                                AMERIPATH MICHIGAN, INC.
                                AMERIPATH MISSISSIPPI, INC.
                                R.M.C. PATHOLOGY ASSOCIATES, INC.
                                AMERIPATH NEW YORK, INC.
                                AMERIPATH NORTH CAROLINA, INC.
                                AMERIPATH OHIO, INC.
                                AMERIPATH CINCINNATI, INC.
                                AMERIPATH CLEVELAND, INC.
                                AMERIPATH P.C.C., INC.
                                AMERIPATH YOUNGSTOWN, INC.
                                AMERIPATH YOUNGSTOWN LABS, INC.
                                A. BERNARD ACKERMAN, M.D. DERMATOPATHOLOGY, P.C.
                                AMERIPATH PENNSYLVANIA, INC.
                                AMERIPATH PHILADELPHIA, INC.
                                AMERIPATH 5.01(a) CORPORATION
                                DFW 5.01(a) CORPORATION
                                AMERIPATH SAN ANTONIO 5.01(a) CORPORATION
                                AMERIPATH LUBBOCK 5.01(a) CORPORATION
                                AMERIPATH TEXAS, INC.
                                AMERIPATH SHERMAN, INC.
                                PATHOLOGY AFFILIATED SERVICES, INC.
                                PLAZA PATHOLOGY, INC.
                                AMERIPATH PAT, INC.
                                AMERIPATH WISCONSIN, INC.





                                By   /s/ Robert P. Wynn
                                  -----------------------------------------
                                    Name: Robert P. Wynn
                                    As an authorized officer of each of the
                                foregoing corporations


<PAGE>


                                    FLEET NATIONAL BANK,
                                       as Agent under the Credit Agreement


                                    By   /s/ Carol P. Castle
                                      ---------------------------------------
                                           Name: Carol P. Castle
                                           Title: Director



                                    FLEET NATIONAL BANK,
                                      as Lender under the Credit Agreement


                                    By    /s/ Carol P. Castle
                                      ---------------------------------------
                                           Name: Carol P. Castle
                                           Title: Director


<PAGE>



                                    The foregoing amendment is approved by the
                                    Required Lenders signing below:


                                    Bank of America, N.A.


                                    By   /s/ Alexander L. Rody
                                      ---------------------------------------
                                         Name: Alexander L. Rody
                                         Title: Senior Vice President


                                    Bank One, NA


                                    By    /s/ Jason D. White
                                      ---------------------------------------
                                         Name: Jason D. White
                                         Title: Director


                                    First Union National Bank


                                    By    /s/ Ann M. Dodd
                                      ---------------------------------------
                                         Name: Ann M. Dodd
                                         Title: Senior Vice President


                                    Citizens Bank of Massachusetts (as successor
                                    to USTrust)


                                    By
                                      ---------------------------------------
                                         Name:
                                         Title:

<PAGE>

                                    Bank Austria Creditanstalt
                                    Corporate Finance, Inc.


                                    By
                                      ---------------------------------------
                                         Name:
                                         Title:


                                    By
                                      ---------------------------------------
                                         Name:
                                         Title:


                                    SunTrust Bank, Central Florida, National
                                    Association


                                    By
                                      ---------------------------------------
                                         Name:
                                         Title:


                                    U.S. Bank National Association


                                    By
                                      ---------------------------------------
                                         Name:
                                         Title:


                                    AmSouth Bank


                                    By
                                      ---------------------------------------
                                         Name:
                                         Title:


<PAGE>


                                    Imperial Bank


                                    By     /s/ Paula J. Barysauskas
                                      ---------------------------------------
                                         Name: Paula J. Barysauskas
                                         Title: First Vice President


                                    BankAtlantic


                                    By
                                      ---------------------------------------
                                         Name:
                                         Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:
Robert P. Wynn                                   Michelle D. Getty
Executive Vice President & CFO                   Investor Relations
AmeriPath, Inc.                                  AmeriPath, Inc.
561-845-1850                                     561-712-6260
                                                 E-mail:  invrel@ameripath.com


             AMERIPATH, INC. ANNOUNCES AMENDMENT TO CREDIT AGREEMENT

Riviera Beach, FL, July 20, 2000 - AmeriPath, Inc. (Nasdaq:PATH), the largest
physician and laboratory company focused on providing anatomic pathology
diagnostic and healthcare information services, today announced that it has
amended its up to $300 million credit facility with the syndicate of banks led
by Fleet National Bank. The amendment allows for the Company's current
compliance with the credit facility by excluding charges totaling approximately
$5.2 million from the calculation of the Company's consolidated operating cash
flow covenant through March 31, 2001. These charges relate to the previously
disclosed impairment of assets and related charges at an acquired practice in
Cleveland, Ohio. In addition, the amendment increases the Company's operating
cash flow requirements under the facility for the trailing twelve months ending
December 31, 2002 and thereafter, and requires that a minimum of 10% of the
purchase price be in the form of the Company's capital stock for acquisitions
greater than $5 million. The amendment is not expected to have an adverse effect
on the Company's operations or strategies.

Chairman and Chief Executive Officer, James C. New, stated, "We are pleased to
announce the amendment to our credit agreement. The amendment was completed with
no amendment fees or increased pricing despite a very tight lending environment
for the healthcare industry. The Company believes its relationships with the
members of our banking syndicate are strong and we appreciate their continued
support of AmeriPath."

The Company is planning to announce its financial results for the quarter ending
June 30, 2000, on Tuesday, July 25, 2000.

AmeriPath, Inc. is the nation's largest physician and laboratory company focused
on providing anatomic pathology diagnostic and healthcare information services
to physicians, hospitals, national clinical laboratories and managed care
organizations. The company presently operates in 13 states and employs 301
physicians that provide medical services through outpatient pathology
laboratories, hospital inpatient laboratories and outpatient surgery centers.

<PAGE>

This release contains certain forward-looking statements regarding AmeriPath,
including its operations and prospects. Past performance is not necessarily
indicative of future results. In addition, AmeriPath's actual results could
differ materially from the results anticipated in these forward-looking
statements as a result of uncertainties, including risks relating to demand,
pricing, government regulation, payments and reimbursements, dependence upon
contracts and pathologists, acquisitions, integration of acquired practices, the
market for pathology services, competition, technology and other factors
identified in AmeriPath's filings with the Securities and Exchange Commission.
                                      # # #
Editor's Note: This release is also available at http://www.ameripath.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>


                                                                    EXHIBIT 99.2

FOR IMMEDIATE RELEASE

Contact:
Robert P. Wynn                                   Michelle D. Getty
Executive Vice President & CFO                   Investor Relations
AmeriPath, Inc.                                  AmeriPath, Inc.
561-845-1850                                     561-712-6260
                                                 E-mail:  invrel@ameripath.com

            AMERIPATH ANNOUNCES ASSET IMPAIRMENT AND RELATED CHARGES

Riviera Beach, FL, June 8, 2000 - AmeriPath, Inc. (Nasdaq: PATH), the largest
physician and laboratory company focused on providing anatomic pathology
diagnostic and healthcare information services, today announced that it
anticipates recording in the second quarter of 2000 a pre-tax noncash charge of
approximately $4.7 million, and related cash charges of approximately $540,000,
in connection with the impairment of intangible assets at an acquired practice
in Cleveland, Ohio. These charges will result in a reduction of net income for
the second quarter of $3.9 million, or $.18 per share, and the Company failing
to meet the analysts' quarterly earnings estimates for the first time in its
history.

As previously disclosed in the Company's 1999 annual report on Form 10-K and its
Form 10-Q for the first quarter, the Company provided services at four hospitals
and an ambulatory care facility owned by Primary Health Systems ("PHS"), a
regional hospital network in Cleveland, Ohio. During the first quarter of 2000,
PHS began implementing a plan of reorganization filed under Chapter 11 with the
U.S. Bankruptcy Court for the District of Delaware, and closed one hospital.
During the second quarter, the bankruptcy court approved the sale of two
hospitals and the ambulatory care facility to local purchasers in the Cleveland
area. The Company's contracts with these two hospitals and the ambulatory care
facility were not accepted by the purchasers, who have elected to employ their
own pathologists. One hospital has not been sold or closed and continues to do
business with the Company.

As a consequence, the reduction of profit and related cash flow requires the
Company to write off the remaining intangible assets, including goodwill,
associated with the original purchase of this practice. In addition, the Company
will record approximately $540,000 of related charges for potentially
uncollectible accounts receivable in connection with the loss of these
contracts, severance costs, and legal fees. For the first quarter of 2000, this
practice's net revenue and operating profits were $500,000 and $50,000,
respectively, which was less than 1.0% of the Company's consolidated net revenue
and operating profit.

This event could cause the Company to be in technical default of one or more
covenants under the Company's credit facility. The Company is presently seeking
to obtain a waiver of noncompliance from the lenders under such facility. Until
the formal waiver is obtained, there can be no assurance that such a waiver will
be obtained, or of the final terms or conditions of any such waiver.

James C. New, Chairman, President and Chief Executive Officer commented, "This
event does not reflect on our fundamental business model, but solely on the
financial condition of PHS. Well-run hospital organizations continue to survive
and recognize the benefits of contracting pathology services with AmeriPath. The
Company and this practice's Managing Director will continue to aggressively
market its services in the Cleveland area through its existing outpatient lab
and relationships with other hospitals in Ohio."

                                    - more -

<PAGE>

The Company will broadcast a conference call on Friday, June 9, 2000 at 10:00
a.m. EDT over the Internet. This event is available through Investor Broadcast
Network's Vcall website, located at http://www.vcall.com. Listeners should go to
the website at least fifteen minutes before the event to register, download, and
install any necessary audio software. There is no charge to access the event. A
replay of the call will also be available by telephone beginning at 12:00 p.m.
June 9 to 12:00 p.m. June 10. The dial-in number is 800-633-8284, reservation
#15482672.

AmeriPath, Inc. is the nation's largest physician and laboratory company focused
on providing anatomic pathology diagnostic and healthcare information services
to physicians, hospitals, national clinical laboratories and managed care
organizations. The company presently operates in 13 states and employs 296
physicians that provide medical services through outpatient pathology
laboratories, hospital inpatient laboratories and outpatient surgery centers.

                                      * * *

This release contains certain forward-looking statements regarding AmeriPath,
including its operations and prospects. Past performance is not necessarily
indicative of future results. In addition, AmeriPath's actual results could
differ materially from the results anticipated in these forward-looking
statements as a result of uncertainties, including risks relating to demand,
pricing, government regulation, payments and reimbursements, dependence upon
contracts and pathologists, acquisitions, integration of acquired practices, the
market for pathology services, competition, technology and other factors
identified in AmeriPath's filings with the Securities and Exchange Commission.

                                      # # #
Editor's Note: This release is also available at http://www.ameripath.com

</TEXT>
</DOCUMENT>
</SUBMISSION>
