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<STREET2>SUITE 200
<CITY>RIVER BEACH
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<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)         March 29, 2001
                                                --------------------------------


                                 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; MERGER-RELATED CHARGES

         In the AmeriPath, Inc. (the "Company") Annual Report on Form 10-K for
the year ended December 31, 2000, the Company disclosed that there was the
potential of $5.4 million of charges in excess of the $17.5 million already
allowed in Amendment No. 2 to the Company's Credit Facility. This is the result
of the formalization of the Inform DX integration plans, and is expected to
result in further synergies. These additional charges could have caused the
Company to be in technical default of one or more of its covenants under its
Credit Facility at the end of the first quarter of 2001.

         On March 29, 2001, the Company and its lenders executed an amendment to
the Credit Facility ("Amendment No. 3"), which excludes an additional $5.4
million, or $28.3 million in total for all three amendments to the Credit
Facility, of charges from its covenant calculations. In addition, Amendment No.
3 (i) increased the Company's borrowing rate by 37.5 basis points; (ii) requires
the Company to use a minimum of 30% equity for all acquisitions; (iii) requires
the Company to use no more than 20% of consideration for acquisitions in the
form of contingent notes; and (iv) requires lender approval of all acquisitions
with a purchase price greater than $10 million. The Company will also be
required to pay an amendment fee of up to 30 basis points to those lenders which
consented to the amendment. The maximum amount of the amendment fee would be
$700,000.

         This description is not complete and is qualified in its entirety by
reference to Amendment No. 3, dated March 29, 2001, to the Amended and Restated
Credit Agreement dated as of December 16, 1999, among AmeriPath, Inc., certain
of its subsidiaries, Fleet National Bank (formerly BankBoston N.A.) and certain
other lenders attached as Exhibit 10.47 and the Press Release attached as
Exhibit 99.1 hereto, which Exhibit is incorporated herein by reference.

                                       2
<PAGE>

Item 7.  Financial Statements, Pro Forma Financials and Exhibits

(c)      Exhibits

 Exhibit Number                         Description
----------------  --------------------------------------------------------------
      10.47       Amendment No. 3, dated March 29, 2001, to the Amended and
                  Restated Credit Agreement dated as of December 16, 1999, among
                  AmeriPath, Inc., certain of its subsidiaries, Fleet National
                  Bank (formerly BankBoston N.A.) and certain other lenders

      99.1        Press release, dated April 5, 2001, announcing that the
                  Company has amended its credit facility with the syndicate of
                  banks led by Fleet National Bank.
----------------  --------------------------------------------------------------

                                       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: April 6, 2001                     By: /s/ Gregory A. Marsh
                                            ---------------------------------
                                             Gregory A. Marsh
                                             Vice President and
                                             Chief Financial Officer

                                       4
<PAGE>

                                INDEX TO EXHIBITS

 Exhibit Number                            Description
----------------  --------------------------------------------------------------
      10.47       Amendment No. 3, dated March 29, 2001, to the Amended and
                  Restated Credit Agreement dated as of December 16, 1999, among
                  AmeriPath, Inc., certain of its subsidiaries, Fleet National
                  Bank (formerly BankBoston N.A.) and certain other lenders

      99.1        Press release, dated April 5, 2001, announcing that the
                  Company has amended its credit facility with the syndicate of
                  banks led by Fleet National Bank.
----------------  --------------------------------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                                   EXHIBIT 10.47

                                 AMERIPATH, INC.

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                 Amendment No. 3

         This Agreement, dated as of March 29, 2001 (this "Agreement"), is among
AmeriPath, Inc., a Delaware corporation, its Subsidiaries set forth on the
signature pages hereof and Fleet National Bank, 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 previously amended and 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 2.3.3. Section 2.3.3 of the Credit
         Agreement is amended to read in its entirety as follows:

                           "2.3.3. Form and Expiration of Letters of Credit.
                  Each Letter of Credit issued under this Section 2.3 and each
                  draft accepted or paid under such a Letter of Credit shall be
                  issued, accepted or paid, as the case may be, by the Letter of
                  Credit Issuer at its principal office. No Letter of Credit
                  shall provide for the payment of drafts drawn thereunder, and
                  no draft shall be payable, at a date which is later than the
                  Final Maturity Date; provided, however, that a Letter of
                  Credit may be issued hereunder which provides for the payment
                  of drafts drawn thereunder, and drafts payable, at dates which
                  are not later than twelve months after the Final Maturity Date
                  if not less than 5 Banking Days prior to such Final Maturity
                  Date the Borrower has deposited with the Letter of Credit
                  Issuer upon terms and conditions satisfactory to such Letter
                  of Credit Issuer the full amount in cash or Cash Equivalents
                  of the Letter of Credit Exposure in respect of such Letter of
                  Credit. Each Letter of Credit and each draft accepted under a
                  Letter of Credit shall be in such form and minimum amount, and
                  shall contain such terms, as the Letter of Credit Issuer and
                  the Borrower may agree upon at the time such Letter of Credit
                  is issued, including a requirement of not less than three
                  Banking Days after presentation of a draft before payment must
                  be made thereunder."

<PAGE>

                  2.2. Amendment of Section 6.5.1. Section 6.5.1 of the Credit
         Agreement is amended to read in its entirety as follows:

                           "6.5.1. Consolidated Total Debt Coverage. At all
                  times, the amount of (a) Consolidated Total Debt minus (b)
                  that portion of the outstanding principal amount of any
                  Contingent Notes and Restructured Seller Notes to the extent
                  that such portion is not required to be reflected on the
                  financial statements of the Borrower in accordance with GAAP,
                  shall not exceed 250% of the Consolidated Adjusted EBITDA for
                  the period of four consecutive fiscal quarters most recently
                  ended."

                  2.3. 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
                    September 30, 2000                                 125%

                  December 31, 2000                                    120%

                  March 31, 2001 through
                    June 30, 2001                                      115%

                  September 30, 2001 through
                    December 31, 2001                                  120%

                  March 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 of
                  assets and related charges for AmeriPath PCC, Inc. shall not
                  be subtracted from Consolidated Operating Cash Flow.

                                     - 2 -
<PAGE>

                  Notwithstanding the foregoing, in calculating Consolidated
                  Operating Cash Flow for purposes of this Section 6.5.3,
                  charges of up to $22,900,000 (comprised of one time cash
                  transaction and restructuring charges of up to $12,800,000 in
                  connection with the acquisition of Pathology Consultants of
                  America Inc., and nonrecurring non-cash charges of up to
                  $10,100,000, including charges resulting from an increase in
                  the accounts receivable reserve in connection with the
                  acquisition of Pathology Consultants of America Inc., and
                  potential unidentified impairment charges relating to good
                  will and other intangibles of not more than $5,000,000) shall
                  not be subtracted from Consolidated Operating Cash Flow;
                  provided, however, that no such amount shall be subtracted
                  from Consolidated Operating Cash Flow for longer than the
                  fiscal quarter in which such amount is first subtracted and
                  the three consecutive fiscal quarters immediately following
                  the first fiscal quarter in which such amount is first
                  subtracted."

                  2.4. Amendment to Section 6.21.2. The first paragraph of
         Section 6.21.2 of the Credit Agreement is amended to read in its
         entirety as follows:

                  "In the case of any such acquisition for which the Purchase
                  Price is greater than or equal to $5,000,000 and the Cash
                  Purchase Price is less than $10,000,000, the Borrower shall
                  comply with all the requirements of Section 6.21.1, with the
                  exception of 6.21.1(f), and:"

                  2.5. 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 (i) 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 and (ii) shall
                  not exceed 70% of the Purchase Price. In addition, no less
                  than 30% of the total Purchase Price shall consist of common
                  stock of the Company and no more than 20% of the total
                  Purchase Price shall consist of Contingent Notes."

                  2.6. Amendment to Section 6.21.3. Section 6.21.3 of the Credit
         Agreement is amended to read in its entirety as follows:

                            "6.21.3 In the case of any such acquisition for
                  which the Cash Purchase Price is equal to or exceeds
                  $10,000,000, in addition to meeting the requirements of
                  Sections 6.21.1 and 6.21.2 the Borrower shall receive prior
                  written consent of the Required Lenders and provide all
                  further documentation and meet all further requirements
                  reasonably requested by the Agent."

                  2.7. Amendment of Exhibit 1. Exhibit 1 of the Credit Agreement
         is restated to read in its entirety as appears on Exhibit 1 to this
         Agreement.

                                     - 3 -
<PAGE>

         3. No Default. 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. Fees; Payment of Agent's Legal Expenses. Lenders which return a
signed counterpart of this Amendment to the Agent by 5:00 p.m. (EST) on March
29, 2001 will be entitled to receive from the Borrower a one-time fee equal to
0.30% (30 bps) multiplied by such Lender's Percentage Interest in the Maximum
Amount of Revolving Credit. Lenders which return a signed counterpart of this
Amendment to the Agent after 5:00 p.m. (EST) on March 29, 2001 but prior to 5:00
p.m. (EST) on April 6, 2001 will be entitled to receive from the Borrower a
one-time fee equal to 0.20% (20 bps) multiplied by such Lender's Percentage
Interest in the Maximum Amount of Revolving Credit. 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.

                                     - 4 -
<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:
                                         ----------------------------------
                                         Name:
                                         Title:

                                     - 5 -
<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:
                                   ------------------------------------
                                    Name:
                                    As an authorized officer of each of the
                                    foregoing corporations

                                     - 6 -
<PAGE>

                                     FLEET NATIONAL BANK,
                                        as Agent under the Credit Agreement

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


                                     FLEET NATIONAL BANK,
                                       as Lender under the Credit Agreement

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

                                     - 7 -
<PAGE>

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

                                   Bank of America, N.A.

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


                                   Bank One, NA

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


                                   First Union National Bank

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


                                   Citizens Bank of Massachusetts

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


                                   HypoVereinsbank

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

                                     - 8 -
<PAGE>

                                   SunTrust Bank, National Association

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


                                   U.S. Bank National Association

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


                                   AmSouth Bank

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


                                   Imperial Bank

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


                                   BankAtlantic

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

                                     - 9 -
<PAGE>

                                                                       EXHIBIT 1
<TABLE>
<CAPTION>

--------   ------------------------------   ----------------------------   -----------------------------   ---------------------
           Ratio of Consolidated Total
           Debt to Consolidated
           Adjusted EBITDA for the most     Interest Rate on Portions of   Interest Rate on Portions of    Applicable Commitment
           recently completed               Revolving Loan Subject to      Revolving Loan Not Subject to   Fee Rate
Levels     four fiscal quarters             LIBOR Pricing Options          LIBOR Pricing Option
--------   ------------------------------   ----------------------------   -----------------------------   ---------------------
<S>        <C>                              <C>                            <C>                             <C>
Level I    Greater than 2.0 to 1 but less   LIBOR Rate plus 2.375%         Base Rate plus 1.375%           0.50%
           than or equal to 2.5 to 1
--------   ------------------------------   ----------------------------   -----------------------------   ---------------------
Level II   Less than or equal to 2.0 to 1   LIBOR Rate plus  2.125%        Base Rate plus 1.125%           0.375%
--------   ------------------------------   ----------------------------   -----------------------------   ---------------------
</TABLE>

                                     - 10 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:
Gregory A. Marsh                                   Michelle D. Getty
Vice President & CFO                               Investor Relations
AmeriPath, Inc.                                    AmeriPath, Inc.
561-712-6211                                       561-712-6260
                                                   E-mail: invrel@ameripath.com


             AMERIPATH, INC. ANNOUNCES AMENDMENT TO CREDIT AGREEMENT

Riviera Beach, FL, April 5, 2001 - AmeriPath, Inc. (Nasdaq:PATH), the largest
physician and laboratory company focused on providing anatomic pathology, cancer
diagnostic, genomics, and healthcare information services, today announced that
it has amended its credit facility with the syndicate of banks led by Fleet
National Bank.

The amendment was executed March 29, 2001, and provides the Company with the
ability to record charges, in excess of those previously approved by the
lenders, in connection with the acquisition of Inform DX, without impacting
future covenant compliance. These additional charges were disclosed in the
Company's press release dated February 27, 2001. The Company expects the
charges, totaling approximately $7.2 million, to be recorded in the first
quarter of 2001. These charges resulted from the formalization of the Inform DX
integration plans and increased the synergy estimates from $3.0 million to more
than $5.0 million per year.

The amendment increased the Company's interest rate by 37.5 basis points. Since
the Company's interest rate is tied to the prime rate or LIBOR, we believe that
the increase will be mitigated by the recent rate reductions put in place by the
Federal Reserve Board. As consideration for the amendment, the Company will be
required to pay an amendment fee of up to 30 basis points to lenders that
consent to the amendment. This fee will be charged to the merger costs in the
first quarter of 2001. The entire amendment will be filed on Form 8-K on April
6, 2001.

Chairman and Chief Executive Officer, James C. New, stated, "We are pleased to
announce the amendment to our credit agreement. Although the amendment came with
some additional cost, its execution clears the way for us to continue the
integration of Inform DX's operations with AmeriPath. These charges were
essential to accomplishing the most effective integration plan and, as a result,
our annual synergy estimates have increased from our original estimate of $3.0
million to $5.0 million. Once again, our syndicate of banks, led by Fleet and
Bank of America, has provided us with the flexibility necessary to exceed our
original goals."

AmeriPath, Inc. is the nation's largest company focused on providing anatomic
pathology, cancer diagnostics, genomics, and physician and laboratory healthcare
information services to physicians, hospitals, national clinical laboratories
and managed care organizations. The Company's 425 physicians provide medical
services through 42 outpatient pathology laboratories, 224 hospital inpatient
laboratories, and 64 outpatient surgery centers in 21 states.

                                     -more-
<PAGE>

         The statements contained in this press release may include
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and are based on management's current beliefs and
expectations. Past performance is not necessarily indicative of future results.
In addition, forward-looking statements - which are identified by words such as
"may", "should", "believe", "expect", "anticipate", "estimate" and similar
expressions - as well as any financial and operating estimates, forecasts and/or
projections, are subject to a number of risks and uncertainties, many of which
involve factors or circumstances which are beyond the Company's ability to
control. These factors, risks and uncertainties could cause actual results to
differ materially from historical results or those expected, estimated or
anticipated. These include factors, risks and uncertainties relating to general
economic conditions; competition and changes in competitive factors; the extent
of success of the Company's operating initiatives and growth strategies, federal
and state healthcare regulation (and compliance); reimbursement rates under
government-sponsored and third party healthcare programs and the payments
received under such programs; changes in coding; changes in technology;
dependence upon pathologists and contracts; the ability to attract, motivate,
and retain pathologists; labor and technology costs; marketing and promotional
efforts; the availability of pathology practices in appropriate locations that
the Company is able to acquire on suitable terms or develop; the successful
completion and integration of acquisitions (and achievement of planned or
expected synergies); access to sufficient amounts of capital on satisfactory
terms; and tax laws. The forward looking statements included in this press
release are made as of the date hereof, and the Company undertakes no obligation
to update or revise any such statements, whether as result of new developments,
new information or otherwise. Further information regarding risks, uncertainties
and other factors that could affect the Company's financial or operating
results, or which could cause actual results to differ materially from those
expected, estimated or anticipated, are included in the Company's annual report
on Form 10-K for the year ended December 31, 2000 and subsequent filings with
the SEC.

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

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