<SUBMISSION>
<ACCESSION-NUMBER>0001021408-01-504670
<TYPE>S-3/A
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010808
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMERIPATH INC
<CIK>0001027532
<ASSIGNED-SIC>8071
<IRS-NUMBER>650642485
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3/A
<ACT>33
<FILE-NUMBER>333-59324
<FILM-NUMBER>1701386
</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>S-3/A
<SEQUENCE>1
<FILENAME>ds3a.txt
<DESCRIPTION>2ND AMENDMENT
<TEXT>
<PAGE>


     As filed with the Securities and Exchange Commission on August 8, 2001

                                                      Registration No. 333-59324
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                 Amendment No. 2

                                       to
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

            Delaware                                            65-0642485
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)


                                  James C. New
                             Chief Executive Officer
                                 AmeriPath, Inc.
                           7289 Garden Road, Suite 200
                          Riviera Beach, Florida 33404
                            Telephone: (561) 845-1850
                            Facsimile: (561) 845-0129
                   (Address, including zip code, and telephone
                  number, including area code, of registrant's
               principal executive offices and agent for service)


      The Commission is requested to send copies of all communications to:

                             J. Vaughan Curtis, Esq.
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424
                            Telephone: (404) 881-7000
                            Facsimile: (404) 881-7777



         Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

                         ------------------------------

         The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


================================================================================
<PAGE>

The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement relating to these securities that we have filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.

                   Subject to Completion, Dated August 8, 2001


PROSPECTUS

                                 664,359 Shares


                                 AMERIPATH, INC.

                                  Common Stock

         The stockholders named in the table included in the "Selling
Stockholders" section of this prospectus, which begins on page 13, are offering
and selling up to 664,359 shares of our common stock under this prospectus.

         Of the 664,359 shares covered by this prospectus, 659,274 shares are
presently issued and outstanding and 5,085 shares have been reserved for
issuance pursuant to the exercise of warrants held by some of the selling
stockholders. Those selling stockholders must first exercise the warrants and
acquire the underlying shares from us before they can resell those shares under
this prospectus.


                  Our common stock is listed on the Nasdaq National Market under
the symbol "PATH". On August 6, 2001, the last sale price of our common stock as
reported by Nasdaq was $32.20 per share.


                            ------------------------

         This investment involves risks. See "Risk Factors" beginning on page 3.

                            ------------------------

         Neither the Securities and Exchange Commission nor any state commission
has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.


              The date of this prospectus is ___________ ___, 2001
<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                         PAGE
<S>                                                                      <C>
PROSPECTUS SUMMARY....................................................     3
RISK FACTORS..........................................................     3
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS............    12
USE OF PROCEEDS.......................................................    12
SELLING STOCKHOLDERS..................................................    13
PLAN OF DISTRIBUTION..................................................    17
LEGAL MATTERS.........................................................    18
EXPERTS...............................................................    18
WHERE YOU CAN FIND MORE INFORMATION...................................    18
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................    19
</TABLE>


                                       2
<PAGE>

                               PROSPECTUS SUMMARY

         We are the largest physician and laboratory company focused on
providing anatomic pathology, cancer diagnostics, genomics, and healthcare
information services. Since the first quarter of 1996, we have completed the
acquisition of 49 physician practices located in 21 states. These practices are
either directly owned or managed by us through one of our subsidiaries. Our 419
pathologists provide medical diagnostic services in outpatient laboratories
owned, operated and managed by us, and in hospitals and outpatient ambulatory
surgery centers. Of these pathologists, 413 are board certified in anatomic and
clinical pathology, and 190 are also board certified in a subspecialty of
anatomic pathology, including dermatopathology (study of diseases of the skin),
hematopathology (study of diseases of the blood) and cytopathology (study of
abnormalities of the cells).


         On November 30, 2000, we consummated a merger with Inform DX in which
we (1) issued an aggregate of approximately 2.6 million shares of our common
stock in exchange for all of the outstanding shares of capital stock of Inform
DX and (2) assumed certain outstanding stock options and warrants of Inform DX.
We also granted the former stockholders and warrant holders of Inform DX rights
to register for resale up to one-third of the shares of our common stock they
received in the merger or have the right to receive pursuant to the warrants we
assumed. We have prepared this prospectus and registered the shares offered by
the selling stockholders in order to comply with these registration rights. The
selling stockholders acquired all of the shares of our common stock that they
are offering under this prospectus or warrants to purchase such shares in
connection with the Inform DX merger.

         Our principal executive offices are located at 7289 Garden Road, Suite
200, Riviera Beach, Florida 33404. Our telephone number is (561) 845-1850. Our
Internet address is www.ameripath.com. The information contained on our web site
is not part of this prospectus.

                                  RISK FACTORS

         Any investment in our common stock involves a high degree of risk. You
should carefully consider each of the following risks and all of the other
information set forth in this prospectus before purchasing our common stock. If
any of the following risks actually occur, our business prospects, financial
condition and results of operations could be materially adversely affected and
the trading price of our common stock could decline. In any such case, you could
lose all or part of your investment in our company.

Our business could be harmed by future interpretation or implementation of state
laws regarding prohibitions on the corporate practice of medicine.

         We acquire or affiliate with physician practices located in many states
across the country. However, the laws of many states prohibit business
corporations, including AmeriPath and its subsidiaries, from owning corporations
that employ physicians, or from exercising control over the medical judgments or
decisions of physicians. These laws and their interpretations vary from state to
state and are enforced by both the courts and regulatory authorities, each with
broad discretion. The manner in which we operate each practice is determined
primarily by the corporate practice of medicine restrictions of the state in
which the practice is located and other applicable regulations.

         We believe that we are currently in material compliance with the
corporate practice of medicine laws in each of the states in which we operate.
Nevertheless, it is possible that regulatory authorities or other parties may
assert that we are engaged in the unauthorized corporate practice of medicine.
If such a claim were successfully asserted in any jurisdiction, we could be
subject to civil and criminal penalties and could be required to restructure our
contractual and other arrangements. Any restructuring of our

                                       3
<PAGE>

contractual and other arrangements with physician practices could result in
lower revenues from such practices, increased expenses in the operation of such
practices and reduced influence over the business decisions of such practices.
Alternatively, some of our existing contracts could be found to be illegal and
unenforceable, which could result in the termination of those contracts and an
associated loss of revenue. In addition, expansion of our operations to other
"corporate practice" states may require structural and organizational
modification to the form of relationship that we currently have with physicians,
affiliated practices and hospitals. Such modifications could result in less
profitable relationships with physicians, affiliated practices and hospitals,
less influence over the business decisions of physicians and affiliated
practices and failure to achieve our growth objectives.

We could be hurt by future interpretation or implementation of federal
anti-kickback laws.

         Federal anti-kickback laws and regulations prohibit the offer, payment,
solicitation and receipt of any form of remuneration in exchange for referrals
of products or services for which payment may be made by Medicare, Medicaid or
other federal health care programs. Violations of federal anti-kickback laws are
punishable by monetary fines, civil and criminal penalties and exclusion from
participation in Medicare, Medicaid and other federal health care programs.
Several states have similar laws. While we believe our operations are in
material compliance with applicable Medicare and fraud and abuse laws, including
the anti-kickback law, there is a risk that the federal government might
investigate our arrangements with physicians and third parties. Such
investigations, regardless of their outcome, could damage our reputation and
adversely affect important business relationships that we have with third
parties, including physicians, hospitals and private payors. If our arrangements
with physicians and third parties were found to be illegal, we could be subject
to civil and criminal penalties, including fines and possible exclusion from
participation in government payor programs. Significant fines could cause
liquidity problems and adversely affect our results of operations. Exclusion
from participation in government payor programs would eliminate an important
source of revenue and adversely affect our business.

Our business could be harmed by future interpretation or implementation of the
federal Stark Law and other state and federal anti-referral laws.

         We are also subject to federal and state statutes and regulations
banning payments for referrals of patients and referrals by physicians to health
care providers with whom the physicians have a financial relationship. The
federal Stark Law applies to Medicare and Medicaid and prohibits a physician
from referring patients for certain services, including laboratory services, to
an entity with which the physician has a financial relationship. Financial
relationship includes both investment interests in an entity and compensation
arrangements with an entity. Many states have similar laws. These state laws
generally apply to services reimbursed by both governmental and private payors.
Violations of these federal and state laws may result in prohibition of payment
for services rendered, loss of licenses, fines, criminal penalties and exclusion
from governmental and private payor programs. We have financial relationships
with our physicians, as defined by the federal Stark Law, in the form of
compensation arrangements, ownership of our common stock and contingent
promissory notes issued by us in connection with acquisitions. While we believe
that our financial relationships with physicians are in material compliance with
applicable laws and regulations, government authorities might take a contrary
position. If our financial relationships with physicians were found to be
illegal, we could be subject to civil and criminal penalties, including fines,
exclusion from participation in government and private payor programs and
requirements to refund amounts previously received from government and private
payors. In addition, expansion of our operations to new jurisdictions, or new
interpretations of laws in our existing jurisdictions, could require structural
and organizational modifications of our relationships with physicians to comply
with that jurisdiction's laws. Such structural and organizational modifications
could result in lower profitability and failure to achieve our growth
objectives.

                                       4
<PAGE>

We could be hurt by future interpretation or implementation of state and federal
anti-trust laws.

         In connection with the corporate practice of medicine laws, the
physician practices with which we are affiliated in some states are organized as
separate legal entities. As such, the physician practice entities may be deemed
to be persons separate both from us and from each other under the antitrust laws
and, accordingly, subject to a wide range of laws that prohibit anti-competitive
conduct among separate legal entities. In addition, we are seeking to acquire or
affiliate with established and reputable practices in our target geographic
markets. While we believe that we are in compliance with these laws and intend
to comply with any laws that may apply to our development of integrated health
care delivery networks, courts or regulatory authorities could nevertheless
investigate our business practices. If our business practices were found to
violate these laws, we could be required to pay fines, penalties and damage
awards and we could be required to restructure our business in a manner that
would reduce our profitability or impede our growth.

Our business could be harmed by future interpretation or implementation of the
Health Care Insurance Portability and Accountability Act

         The Health Care Insurance Portability and Accountability Act, or HIPAA,
created provisions that impose criminal penalties for fraud against any health
care benefit program, for theft or embezzlement involving health care and for
false statements in connection with the payment of any health benefits. The
HIPAA provisions apply not only to federal programs, but also to private health
benefit programs. HIPAA also broadened the authority of the OIG to exclude
participants from federal health care programs. Because of the uncertainties as
to how the HIPAA provisions will be enforced, we are currently unable to predict
their ultimate impact on us. Compliance with HIPAA could cause us to modify our
business operations in a manner that would increase our operating costs or
impede our growth. In addition, although we are unaware of any current
violations of HIPAA, if we were found to be in violation of HIPPAA, the
government could seek penalties against us or seek to exclude us from
participation in government payor programs.

We charge our clients on a fee-for-service basis, so we incur financial risk
related to collections as well as potentially long collection cycles when
seeking reimbursement from third party payors.

         Substantially all of our net revenues are derived from our practices'
charging for services on a fee-for-service basis. Accordingly, we assume the
financial risk related to collection, including the potential uncollectability
of accounts, long collection cycles for accounts receivable and delays attendant
to reimbursement by third party payors, such as governmental programs, private
insurance plans and managed care organizations. Increases in write-offs of
doubtful accounts, delays in receiving payments or potential retroactive
adjustments and penalties resulting from audits by payors may adversely affect
our operating cash flow and liquidity, require us to borrow funds to meet our
current obligations, reduce our profitability, impede our growth or otherwise
adversely affect our business.

We rely upon reimbursement from government programs for a significant portion of
our revenues, and therefore our business would be harmed if reimbursement rates
from government programs decline.

         We derive approximately 20% of our collections from payments made by
government sponsored health care programs (principally Medicare and Medicaid).
These programs are subject to substantial regulation by federal and state
governments. Any changes in reimbursement regulations, policies, practices,
interpretations or statutes that place limitations on reimbursement amounts, or
changes in reimbursement coding practices, could adversely affect our business
by reducing revenues and lowering profitability. Increasing budgetary pressures
at both the federal and state level and concerns over escalating costs of health
care have led, and may continue to lead, to significant reductions in health
care

                                       5
<PAGE>

reimbursements. State concerns over the growth in Medicaid expenditures also
could result in payment reductions. In addition, Medicare, Medicaid and other
government sponsored health care programs are increasingly shifting to forms of
managed care, which generally offer lower reimbursement rates. Some states have
enacted legislation to require that all Medicaid patients be transitioned to
managed care organizations, which could result in reduced payments to us for
such patients. Similar legislation may be enacted in other states. In addition,
a state-legislated shift of Medicaid patients to a managed care organization
could cause us to lose some or all Medicaid business in that state if we were
not selected by the managed care organization as a participating provider.
Additionally, funds received under all health care reimbursement programs are
subject to audit with respect to the proper billing for physician services and,
accordingly, retroactive adjustments of revenue from these programs could occur.
We expect that there will continue to be proposals to reduce or limit Medicare
and Medicaid reimbursements.

There has been an increasing number of state and federal investigations of
hospitals and hospital laboratories, which may increase the likelihood of
investigations of our business practices.

         Significant media and public attention has been focused on the health
care industry due to ongoing federal and state investigations reportedly related
to referral and billing practices, laboratory and home health care services and
physician ownership and joint ventures involving hospitals. Most notably, HCA is
reportedly under investigation with respect to such practices. We operate
laboratories on behalf of numerous hospitals and have numerous contractual
agreements with hospitals, including 28 HCA hospitals as of June 30, 2001.
Therefore, the government's ongoing investigation of HCA or other hospital
operators could result in governmental investigations of one or more of our
operations. In addition, the OIG and the Department of Justice have initiated
hospital laboratory billing review projects in certain states and are expected
to extend such projects to additional states, including states in which we
operate hospital laboratories. These projects further increase the likelihood of
governmental investigations of laboratories that we own or operate. Although we
monitor our billing practices and hospital arrangements for compliance with
prevailing industry practices under applicable laws, such laws are complex and
constantly evolving and it is possible that governmental investigators may take
positions that are inconsistent with our practices or industry practices. The
government's investigations of entities with which we contract may have other
adverse effects on us, including termination or amendment of one or more of our
contracts or the sale of hospitals potentially disrupting the performance of
services under our contracts. In addition, some indemnity insurers and other
non-governmental payors have sought repayment from providers, including
laboratories, for alleged overpayments.


The heightened scrutiny of Medicare and Medicaid billing practices in recent
years may increase the possibility that we will become subject to costly and
time consuming investigations.

         Payors periodically reevaluate the services for which they provide
reimbursement. In some cases, government payors such as Medicare also may seek
to recoup payments previously made for services determined not to be
reimbursable. Any such action by payors would adversely affect our revenues and
earnings. Moreover, the federal government has become more aggressive in
examining laboratory billing practices and seeking repayments and penalties
allegedly resulting from improper billing for services (e.g., the billing codes
used). While the primary focus of this initiative has been on hospital
laboratories and on routine clinical chemistry tests, which comprise only a
portion of our revenues, the scope of this initiative could expand and it is not
possible to predict whether or in what direction the expansion might occur.
While we believe that our practices are proper and do not include any allegedly
improper practices now being examined, the government could broaden its
initiative to focus on the type of services we furnish. If this were to happen,
we might be required to repay money. Furthermore, HIPAA and Operation Restore
Trust have strengthened the powers of the OIG and increased the funding for
Medicare and Medicaid audits and investigations. As a result, the OIG is
currently expanding the scope of its health care audits and investigations.
Federal and state audits and inspections, whether on a scheduled or

                                       6
<PAGE>

unannounced basis, are conducted from time to time at our facilities. If a
negative finding is made as a result of such an investigation, we could be
required to change coding practices or repay amounts paid for incorrect
practices.

We derive a significant portion of our revenues from short-term hospital
contracts and hospital relationships that can easily be terminated.

          Our hospital contracts typically have terms of one to five years and
automatically renew for additional one-year terms unless otherwise terminated by
either party. The contracts generally provide that the hospital may terminate
the agreement prior to the expiration of the initial or any renewal term. We
also have business relationships with hospitals that are not reduced to written
contracts and that may be terminated by the hospitals at any time. Loss of any
particular hospital contract or relationship would not only result in a loss of
net revenue to us under that contract or relationship, but may also result in a
loss of outpatient net revenue that may be derived from our association with the
hospital and its medical staff. Continuing consolidation in the hospital
industry may result in fewer hospitals or fewer laboratories as hospitals move
to combine their operations. Our contracts and relationships with hospitals may
be terminated or, in the case of contracts, may not be renewed as their current
terms expire.


If we are unable to make acquisitions in the future, our rate of growth will
slow.

         Much of our historical growth has come from acquisitions, and we expect
to continue to pursue growth through the acquisition and development of
laboratories and physician practices. However, we may be unable to continue to
identify and complete suitable acquisitions at prices we are willing to pay or
to obtain the necessary financing on acceptable terms. In addition, as we become
a bigger company, the amount that acquired businesses contribute to our revenue
and profits will likely be smaller on a percentage basis. We compete with other
companies to identify and complete suitable acquisitions. We expect this
competition to intensify, making it more difficult to acquire suitable companies
on favorable terms. Further, the businesses we acquire may not perform well
enough to justify our investment. If we are unable to make additional
acquisitions on suitable terms, we may not meet our growth expectations.

We intend to raise additional capital, which may be difficult to obtain at
attractive prices and which may cause us to engage in financing transactions
that adversely affect our stock price.

         We need capital for both internal growth and the acquisition and
integration of new practices, products and services. Therefore, we intend to
raise additional capital through public or private offerings of equity
securities and/or debt financings. Our issuance of additional equity securities
could cause dilution to holders of our common stock and may adversely affect the
market price of our common stock. The incurrence of additional debt could
increase our interest expense and other debt service obligations and could
result in the imposition of covenants that restrict our operational and
financial flexibility. Additional capital may not be available to us on
commercially reasonable terms or at all. The failure to raise additional needed
capital could impede the implementation of our operating and growth strategies.

The success of our growth strategy depends on our ability to adapt to new
markets and to effectively integrate newly acquired practices.




         Our expansion into new markets will require us to maintain and
establish payor and customer relationships and to convert the patient tracking
and financial reporting systems of new practices to our systems. Significant
delays or expenses with regard to this process could adversely affect the
integration of additional practices and our profitability. The integration of
additional practices also requires the


                                       7
<PAGE>

implementation and centralization of purchasing, accounting, human resources,
management information systems, cash management and other systems, which may be
difficult, costly and time-consuming. Accordingly, our operating results in
fiscal quarters immediately following a new practice affiliation may be
adversely affected while we attempt to complete the integration process. We may
encounter significant unanticipated costs or other problems associated with the
future integration of practices into our combined network of affiliated
practices. Our expansion into new markets may require us to comply with present
or future laws and regulations that may differ from those to which we are
currently subject. Failure to meet these requirements could impede our growth
objectives or adversely affect our profitability.


We may inherit significant liabilities from practices that we acquire.

         We perform due diligence investigations with respect to potential
liabilities of acquired and affiliated practices and obtain indemnification with
respect to liabilities from the sellers of such practices. Nevertheless,
undiscovered claims may arise and liabilities for which we become responsible
may be material and may exceed either the limitations of any applicable
indemnification provisions or the financial resources of the indemnifying
parties. While we believe, based on our due diligence investigations, that the
operations of our practices prior to their acquisition were generally in
compliance with applicable health care laws, it is nevertheless possible that
such practices were not in full compliance with such laws and that we will
become accountable for their non-compliance. A violation of such laws by a
practice could result in civil and criminal penalties, exclusion of the
physician, the practice or us from participation in Medicare and Medicaid
programs and loss of a physician's license to practice medicine.

We have significant contingent liabilities payable to many of the sellers of
practices that we have acquired.

         In connection with our practice acquisitions, we typically agree to pay
the sellers additional consideration in the form of contingent debt obligations,
payment of which depends upon the practice achieving specified profitability
criteria over periods ranging from three to five years after the acquisition.
The amount of these contingent payments cannot be determined until the
contingency periods terminate and achievement of the profitability criteria is
determined. As of December 31, 2000, if the maximum criteria for the contingency
payments with respect to all prior acquisitions were achieved, we would be
obligated to make payments, including principal and interest, of approximately
$198.4 million over the next three to five years. Lesser amounts would be paid
if the maximum criteria are not met. Although we believe we will be able to make
such payments from internally generated funds or proceeds of future borrowings,
it is possible that such payments could cause significant liquidity problems for
us. Payments of these contingent amounts will adversely affect our earnings per
share and may cause volatility in the market price of our common stock. We
expect to continue to use contingent notes as partial consideration for
acquisitions and affiliations.

We have recorded a significant amount of intangible assets, which may never be
realized.

         Our acquisitions have resulted in significant increases in net
identifiable intangible assets and goodwill. Net identifiable intangible assets,
which include hospital contracts, physician client lists, management service
agreements and laboratory contracts acquired in acquisitions were approximately
$263.2 million at June 30, 2001, representing approximately 44.8% of our total
assets. Net identifiable intangible assets are recorded at fair value on the
date of acquisition and are being amortized over periods ranging from 10 to 40
years. Goodwill, which relates to the excess of cost over the fair value of net
assets of businesses acquired, was approximately $196.7 million at June 30,
2001, representing approximately 34.6% of our total assets. We amortize goodwill
on a straight-line basis over periods ranging from 15 to 35 years. On an ongoing
basis, we make an evaluation to determine whether events and circumstances


                                       8
<PAGE>

indicate that all or a portion of the carrying value of intangible assets may no
longer be recoverable, in which case an additional charge to earnings may be
necessary. We may not ever realize the full value of our intangible assets. Any
future determination requiring the write-off of a significant portion of
unamortized intangible assets could adversely affect our results of operations
for the period in which the write-off occurs, which could adversely affect our
stock price.


Our business is highly dependent on the recruitment and retention of qualified
pathologists.

         Our business is dependent upon recruiting and retaining pathologists,
particularly those with subspecialties, such as dermatopathology. While our
practices have been able to recruit (principally through practice acquisitions)
and retain pathologists, we may be unable to continue to do so in the future as
competition for the services of pathologists increases. In addition, we may have
to modify the economic terms of our relationships with pathologists in order
enhance our recruitment and retention efforts, which could adversely affect our
profitability. The relationship between the pathologists and their respective
local medical communities is important to the operation and continued
profitability of each practice. Loss of one of our pathologists could lead to
the loss of hospital contracts or other sources of revenue that depend on our
continuing relationship with that pathologist. Our revenues and earnings could
be adversely affected if a significant number of pathologists terminate their
relationships with our practices or become unable or unwilling to continue their
employment, or if a number of our non-competition agreements with physicians
were terminated or determined to be invalid or unenforceable. The two
pathologists in our Birmingham, Alabama practice recently terminated their
employment with us and opened their own pathology lab. As a result, we no longer
have an operating lab in Alabama. We have implemented a strategy to retain our
Alabama customers and service them through other AmeriPath facilities. If we are
unable to retain these customers we could incur a non-cash asset impairment
charge which would not exceed, in the aggregate, $3.9 million. If an impairment
charge is necessary, depending upon the magnitude of the charge, we may have to
seek a waiver from our lenders to avoid violating a covenant under our credit
facility.


Proposals to reform the health care industry may restrict our existing
operations, impose additional requirements on us, limit our expansion or
increase our costs of regulatory compliance.

         Federal and state governments have recently focused significant
attention on health care reform. It is not possible to predict which, if any,
proposal will be adopted. It is possible that the health care regulatory
environment will change so as to restrict our existing operations, impose
additional requirements on us or limit our expansion. Costs of compliance with
changes in government regulations may not be subject to recovery through price
increases.

Competition from other providers of pathology services may adversely affect our
business.

         Our services include the provision of physician practice management
services to pathology practices and the provision of pathology and cytology
diagnostic services. Companies in other health care segments, such as hospitals,
national clinical laboratories, third party payors and health maintenance
organizations may compete with us in the employment of pathologists and the
management of pathology practices. We also expect to experience increasing
competition in the provision of pathology and cytology diagnostic services from
other anatomic pathology practices, companies in other health care industry
segments (such as other hospital-based specialties), national clinical
laboratories, large physician group practices or other pathology physician
practice management companies. Some of our competitors may have greater
financial and other resources than us, which could further intensify
competition. Increasing competition may erode our customer base and reduce our
sources of revenue and may increase our marketing and other costs of doing
business. Increasing competition may also impede our growth objectives by making
it more difficult or more expensive for us to acquire or affiliate with
additional pathology practices.

We may be subject to significant professional liability claims and we cannot
assure you that our insurance coverage limits will be sufficient to cover such
claims.

                                       9
<PAGE>

         Our business entails an inherent risk of claims of physician
professional liability for acts or omissions of our physicians and laboratory
personnel. We and our physicians periodically become involved as defendants in
medical malpractice lawsuits, some of which are currently ongoing, and are
subject to the attendant risk of substantial damage awards. While we believe
that we have an adequate risk management program, including professional
liability insurance coverage, it is possible that future claims will exceed the
limits of our risk management program, including the limits of our insurance
coverage. It is also possible that the costs of our insurance coverage will rise
causing us to either incur additional costs or further limit the amount of
coverage we have. In addition, our insurance does not cover all potential
liabilities arising from governmental fines and penalties, indemnification
agreements and certain other uninsurable losses.

The continued growth of managed care may have a material adverse effect on our
business.

         The number of individuals covered under managed care contracts or other
similar arrangements has grown over the past several years and may continue to
grow in the future. Entities providing managed care coverage have been
successful in reducing payments for medical services in numerous ways, including
entering into arrangements under which payments to a service provider are
capitated, limiting testing to specified procedures, denying payment for
services performed without prior authorization and refusing to increase fees for
specified services. These trends reduce revenues, increase the cost of doing
business and limit the ability to pass cost increases on to customers.
Therefore, the continued growth of the managed care industry could adversely
affect our business.

Our business strategy emphasizes growth, which places significant demands on our
financial, operational and management resources and creates the risk of failing
to meet the growth expectations of investors.

         Our growth strategy includes efforts to acquire and develop new
practices, develop and expand managed care and national clinical lab contracts
and develop new products, services, technologies and related alliances with
third parties. The pursuit of this growth strategy consumes capital resources,
thereby creating the financial risk that we will not realize an adequate return
on this investment. In addition, our growth may involve the acquisition of
companies, the development of products or services or the creation of strategic
alliances in areas in which we do not currently operate. This would require our
management to develop expertise in new areas, manage new business relationships
and attract new types of customers. The success of our growth strategy also
depends on our ability to expand our physician and employee base and to train,
motivate and manage employees. The success or failure of our growth strategy is
difficult to predict. The failure to achieve our stated growth objectives or the
growth expectations of investors could disappoint investors and harm our stock
price. We may not be able to implement our growth strategy successfully or to
manage our expanded operations effectively and profitably.


We are pursuing a strategy of becoming a fully integrated healthcare diagnostic
information provider, which adds uncertainty to our future results of operations
and could divert financial and management resources away from our core business.

         As we pursue our transition into becoming a fully integrated healthcare
diagnostic information provider, we anticipate that significant amounts of
future revenue may be derived from products, services and alliances that do not
exist today or have not been marketed in sufficient quantities to measure
accurately market acceptance. Similarly, post-transition operating costs are
difficult to predict with accuracy, thereby adding further uncertainty to our
future results of operations. We may experience difficulties that could delay or
prevent the successful development and introduction of new healthcare diagnostic
information products and services and such products and services may not achieve
market

                                       10
<PAGE>

acceptance. Any failure by us to complete this transition in a timely and
cost-efficient manner could result in financial losses and could inhibit our
anticipated growth. In addition, the pursuit of this transition could divert
financial and management resources away from our core business.

We depend on certain key executives, the loss of whom could disrupt our
operations, cause us to incur additional expenses and impede our ability to
expand our operations.

         Our success is dependent upon the efforts and abilities of our key
management personnel, particularly James C. New, our Chairman and Chief
Executive Officer, Brian C. Carr, our President, Gregory A. Marsh, our Vice
President and Chief Financial Officer, Alan Levin, M.D., our Chief Operating
Officer and Dennis M. Smith, Jr., M.D., our Senior Vice President and Medical
Director. The services of these individuals would be very difficult to replace.
Therefore, it would be costly and time consuming to find suitable replacements
for these individuals. The need to find replacements combined with the temporary
loss of these key services could also disrupt our operations and impede our
growth by diverting management attention away from our core business and growth
strategies.

Because of the complex nature of our billing and reimbursement arrangements, we
may be at a greater risk of Internal Revenue Service Examinations.

         The Internal Revenue Service, or IRS, conducted an examination of our
federal income tax returns for the tax years ended December 31, 1996 and 1997
and concluded that no changes to the tax reported needed to be made. Although we
believe that we are in compliance with all applicable IRS rules and regulations,
if the IRS should determine that we are not in compliance in any other years, we
could be required to pay additional taxes, including penalties and interest. In
addition, IRS examinations are costly in that they can consume a great deal of
management time and attention that would otherwise be spent pursuing operational
improvements and growth strategies.

Our stock price is volatile and the value of your investment may decrease for
various reasons, including reasons that are unrelated to the performance of our
business.

         There has been significant volatility in the market price of securities
of health care companies that often has been unrelated to the operating
performance of such companies. In fact, our common stock, which trades on the
Nasdaq National Market, has traded from a low of $8 per share to a high of $26
15/16 per share for the year ended December 31, 2000. We believe that various
factors, such as legislative and regulatory developments, quarterly variations
in our actual or anticipated results of operations, lower revenues or earnings
than those anticipated by securities analysts, the overall economy and the
financial markets could cause the price of our common stock to fluctuate
substantially.

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

         This prospectus contains forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Statements contained anywhere in this prospectus that are not limited to
historical information are considered forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements regarding our
expectations, beliefs, intentions, plans or strategies regarding the future.
These forward-looking statements are based largely on our expectations and are
subject to a number of known and unknown risks and uncertainties discussed in
this prospectus and in other documents we file with the Securities and Exchange
Commission that may cause actual results to be materially different from those
anticipated, expressed or implied by the forward-looking statements. All
forward-looking statements included in this prospectus are based on information
available to us on the date hereof, and, except as required by law, we assume no
obligation to update any such forward-looking

                                       11
<PAGE>

statements to reflect future events or circumstances. Forward-looking statements
are sometimes indicated by words such as "may," "should," "believe," "expect,"
"anticipate" and similar expressions.

                                 USE OF PROCEEDS

         The shares of our common stock offered under this prospectus are for
the account of the selling stockholders. We will not receive any proceeds from
the sale of common stock by the selling stockholders. However, 5,085 of the
shares covered by this prospectus are subject to issuance by us pursuant to the
exercise of warrants held by some of the selling stockholders, 3,746 of which
have an exercise price of $0.12 per share and 1,339 of which have an exercise
price of $3.73 per share. We may receive cash proceeds from the exercise of
these warrants if the warrant holders elect not to make "cashless" exercises as
permitted under the terms of the warrants. Any cash proceeds that we receive
from the exercise of these warrants would be used for general corporate
purposes.

                                       12
<PAGE>

                              SELLING STOCKHOLDERS

         The following table provides:

         o        The name of each of the selling stockholders;

         o        The number of shares of common stock beneficially owned by
                  each selling stockholder before this offering;

         o        The number of shares of common stock being offered by each
                  selling stockholder under this prospectus; and

         o        The number of shares of common stock beneficially owned by
                  each selling stockholder after completion of the offering.

         The table assumes that the selling stockholders will sell all shares
they are offering under this prospectus, that the selling stockholders will not
acquire additional shares of our common stock prior to completion of this
offering, and that the selling stockholders will not dispose of any shares of
our common stock not covered by this prospectus. Each selling stockholder
beneficially owns less than 1% of the total number of shares of common stock
outstanding based on 25,274,105 shares of common stock outstanding as of August
2, 2001.


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                Shares Beneficially                         Shares Beneficially
                                                    Owned Before             Shares             Owned After
                     Name                             Offering              Offered               Offering
                     ----                             --------              -------               --------
-----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                  <C>                   <C>
Haywood D. Cochrane, Jr.                                 8,113                2,704                 5,409
-----------------------------------------------------------------------------------------------------------------
Brian C. Carr(1)                                        40,486               13,495                26,991
-----------------------------------------------------------------------------------------------------------------
James E. Billington                                      8,676                2,892                 5,784
-----------------------------------------------------------------------------------------------------------------
William H. Brownie                                       4,498                1,499                 2,999
-----------------------------------------------------------------------------------------------------------------
Norman O. Hill                                           1,446                  482                   964
-----------------------------------------------------------------------------------------------------------------
Douglas A. Olson                                         2,678                  893                 1,785
-----------------------------------------------------------------------------------------------------------------
Richland Ventures, L.P.                                 29,607                9,869                19,738
-----------------------------------------------------------------------------------------------------------------
Richland Ventures II, L.P.                              11,805                3,935                 7,870
-----------------------------------------------------------------------------------------------------------------
DFW Capital Partners, L.P.                              27,692                9,231                18,461
-----------------------------------------------------------------------------------------------------------------
Calver Fund, Inc.                                       17,282                5,761                11,521
-----------------------------------------------------------------------------------------------------------------
Noro - Moseley Partners III, L.P.                       17,193                6,731                11,462
-----------------------------------------------------------------------------------------------------------------
J.G. Partnership, LTD.                                  15,189                5,063                10,126
-----------------------------------------------------------------------------------------------------------------
HLM Partners VII, L.P.                                  13,905                4,635                 9,270
-----------------------------------------------------------------------------------------------------------------
HLM Partners V, L.P.                                    12,516                4,172                 8,344
-----------------------------------------------------------------------------------------------------------------
Chrysalis Ventures I, Ltd.                              11,522                3,841                 7,681
-----------------------------------------------------------------------------------------------------------------
SSM Venture Partners, L.P.                              11,462                3,821                 7,641
-----------------------------------------------------------------------------------------------------------------
J. David Grissom                                        11,143                3,714                 7,429
-----------------------------------------------------------------------------------------------------------------
Thomas McColl Chesney, M.D.                             12,378                4,126                 8,252
-----------------------------------------------------------------------------------------------------------------
Allen D. Berry III, M.D.  (2)                           12,940                4,313                 8,627
-----------------------------------------------------------------------------------------------------------------
Carolyn McIntyre Chesney, M.D.                          12,378                4,126                 8,252
-----------------------------------------------------------------------------------------------------------------
William A. Wesche, M.D.                                  3,615                1,205                 2,410
-----------------------------------------------------------------------------------------------------------------
A. Weldon Schott, D.O.                                   1,232                  411                   821
-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       13
<PAGE>

<TABLE>
<S>                                                      <C>                    <C>                   <C>
-----------------------------------------------------------------------------------------------------------------
Cheng C. Tsai, M.D.                                      1,003                  334                   669
-----------------------------------------------------------------------------------------------------------------
Daniel J. Santa Cruz, M.D.                               2,276                  759                 1,517
-----------------------------------------------------------------------------------------------------------------
Eugene C. Wienke, M.D.                                   1,232                  411                   821
-----------------------------------------------------------------------------------------------------------------
Kathryn DeSchryver, M.D.                                   546                  182                   364
-----------------------------------------------------------------------------------------------------------------
Mark A. Hurt, M.D.                                         636                  212                   424
-----------------------------------------------------------------------------------------------------------------
Oscar Lazcano, M.D.                                        546                  182                   364
-----------------------------------------------------------------------------------------------------------------
Robert W. Brangle, M.D.                                  1,232                  411                   821
-----------------------------------------------------------------------------------------------------------------
Paul D. Cook, D.O.                                         318                  106                   212
-----------------------------------------------------------------------------------------------------------------
Charles B. Bramlett Jr., M.D.                              803                  268                   535
-----------------------------------------------------------------------------------------------------------------
Jack Teryle Pearson, M.D.                                  803                  268                   535
-----------------------------------------------------------------------------------------------------------------
Joseph C. Moore, M.D.                                    2,142                  714                 1,428
-----------------------------------------------------------------------------------------------------------------
H.W. Ferrell, M.D.                                       2,401                  800                 1,601
-----------------------------------------------------------------------------------------------------------------
John R. Olson, M.D.                                      2,401                  800                 1,601
-----------------------------------------------------------------------------------------------------------------
Carlene Ann Hawksley, 100% Trustee of the
Hawksley Trust 1997 Created by Declaration of
Trust, February 12, 1997                                 4,670                1,557                 3,113
-----------------------------------------------------------------------------------------------------------------
Kelly R. O'Keefe and Patricia O'Keefe,
Trustee of the O'Keefe Family Trust dated
December 20, 1995                                        3,866                1,289                 2,577
-----------------------------------------------------------------------------------------------------------------
Robert M. Rinehart and Julie M. Rinehart as
Trustee of the Rinehart Living Trust Dated
November 2, 1989                                         4,670                1,557                 3,113
-----------------------------------------------------------------------------------------------------------------
Simon S. Chan and Julia S. Chan 1993
Intervivos Trust                                         4,670                1,557                 3,113
-----------------------------------------------------------------------------------------------------------------
Winterling Martin 1997 Revocable Trust
                                                         4,670                1,557                 3,113
-----------------------------------------------------------------------------------------------------------------
Kenneth W. Westphal, M.D.                                  803                  268                   535
-----------------------------------------------------------------------------------------------------------------
William R. Beach, III                                      377                  126                   251
-----------------------------------------------------------------------------------------------------------------
William H. West, M.D.                                    1,915                  638                 1,277
-----------------------------------------------------------------------------------------------------------------
William H. Lomicka                                       1,391                  464                   927
-----------------------------------------------------------------------------------------------------------------
Wachovia Bank of Georgia, N.A. - Custodian
for Alan I. Jacobson IRA                                   377                  126                   251
-----------------------------------------------------------------------------------------------------------------
UMB Bank, N.A., Trustee Melissa S. Elliot                   98                   33                    65
-----------------------------------------------------------------------------------------------------------------
UMB Bank, N.A., Trustee Max L. Elliot, M.D.                 75                   25                    50
-----------------------------------------------------------------------------------------------------------------
Thomas W. Beasley                                          377                  126                   251
-----------------------------------------------------------------------------------------------------------------
Thomas L. West, M.D. Profit Sharing Trust                1,842                  614                 1,228
-----------------------------------------------------------------------------------------------------------------
Steven F. Drake                                         20,083                6,694                13,389
-----------------------------------------------------------------------------------------------------------------
Steffanie N. Drake Heritage Trust                          161                   54                   107
-----------------------------------------------------------------------------------------------------------------
Samuel W. Bartholomew                                      461                  154                   307
-----------------------------------------------------------------------------------------------------------------
Rose Marie Anderson Trust                                4,500                1,500                 3,000
-----------------------------------------------------------------------------------------------------------------
Robert R. West                                          37,861               12,620                25,241
-----------------------------------------------------------------------------------------------------------------
Robert LaFollette West                                     444                  148                   296
-----------------------------------------------------------------------------------------------------------------
Robert E. Brierty & Joan C. Brierty                        151                   50                   101
-----------------------------------------------------------------------------------------------------------------
Robert Armistead First IRA Rollover                      3,954                1,318                 2,636
-----------------------------------------------------------------------------------------------------------------
Robert A. Frist                                            965                  322                   643
-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       14
<PAGE>


<TABLE>
<S>                                                      <C>                    <C>                   <C>
-----------------------------------------------------------------------------------------------------------------
Nickel Medical Laboratory, Inc.                            342                  114                   228
-----------------------------------------------------------------------------------------------------------------
Michael W. Blackburn                                        38                   13                    25
-----------------------------------------------------------------------------------------------------------------
Melissa D. Springer                                        117                   39                    78
-----------------------------------------------------------------------------------------------------------------
McKenzie Investment Company                              2,167                  722                 1,445
-----------------------------------------------------------------------------------------------------------------
Mark T. Springer                                           117                   39                    78
-----------------------------------------------------------------------------------------------------------------
Marianna L. Dennison                                     1,712                  571                 1,141
-----------------------------------------------------------------------------------------------------------------
Kristine Margaret West                                     444                  148                   296
-----------------------------------------------------------------------------------------------------------------
Trico & Co.                                              1,285                  428                   857
-----------------------------------------------------------------------------------------------------------------
Jackson W. and Elizabeth W. Moore                        4,788                1,596                 3,192
-----------------------------------------------------------------------------------------------------------------
Jack Roy Anderson Trust Fund                             4,500                1,500                 3,000
-----------------------------------------------------------------------------------------------------------------
Jack R. Anderson                                         4,356                1,452                 2,904
-----------------------------------------------------------------------------------------------------------------
Gerald M. Bordin & Sheila W. Bordin                        188                   63                   125
-----------------------------------------------------------------------------------------------------------------
Frederick C. Glavin & Martha G. Glavin                     377                  126                   251
-----------------------------------------------------------------------------------------------------------------
Ernest S. Tucker, III                                      151                   50                   101
-----------------------------------------------------------------------------------------------------------------
Douglas Crawford Huber                                     226                   75                   151
-----------------------------------------------------------------------------------------------------------------
Delaware Charter Guarantee & Trust -  FBO
Robert Nakamura IRA                                        151                   50                   101
-----------------------------------------------------------------------------------------------------------------
Dawn Dixie Drake Heritage Trust                            161                   54                   107
-----------------------------------------------------------------------------------------------------------------
Cora S. Humberson & Michael Whittaker                       90                   30                    60
-----------------------------------------------------------------------------------------------------------------
Brian Datnow, M.D.                                         377                  126                   251
-----------------------------------------------------------------------------------------------------------------
Bobbye Williams                                            151                   50                   101
-----------------------------------------------------------------------------------------------------------------
Arthur S. Demoss Foundation                              7,141                2,380                 4,761
-----------------------------------------------------------------------------------------------------------------
Andres Aquino                                              151                   50                   101
-----------------------------------------------------------------------------------------------------------------
James R. Miller Lifetime Trust                             471                  157                   314
-----------------------------------------------------------------------------------------------------------------
Vincent H. Stack Living Trust                              188                   63                   125
-----------------------------------------------------------------------------------------------------------------
Stephen M. Russell, M.D.                                   161                   54                   107
-----------------------------------------------------------------------------------------------------------------
Rodgers Business Interests                                 461                  154                   307
-----------------------------------------------------------------------------------------------------------------
James M. Shapiro and Sarah B. Shapiro Trustee
FBO James M. Shapiro and Sarah B. Shapiro
Trust                                                    1,004                  335                   669
-----------------------------------------------------------------------------------------------------------------
Union Street Partners, L.P.                             40,165               13,388                26,776
-----------------------------------------------------------------------------------------------------------------
Questor Partners Fund, L.P.                            701,166              233,722               467,444
-----------------------------------------------------------------------------------------------------------------
Questor Side-by-Side Partners, L.P.                     50,328               16,776                33,552
-----------------------------------------------------------------------------------------------------------------
Robert J. Friedman, M.D.                               113,625               37,875                75,750
-----------------------------------------------------------------------------------------------------------------
Edward Heilman, M.D.                                   113,625               37,875                75,750
-----------------------------------------------------------------------------------------------------------------
Richard Jacoby, M.D.                                    70,644               20,252                50,392
-----------------------------------------------------------------------------------------------------------------
Mario DiLeonardo, M.D.                                  70,644               20,252                50,392
-----------------------------------------------------------------------------------------------------------------
Waine C. Johnson, M.D.                                  29,664                9,888                19,776
-----------------------------------------------------------------------------------------------------------------
Thomas D. Griffin, M.D.                                 29,664                9,888                19,776
-----------------------------------------------------------------------------------------------------------------
Gary R. Kantor, M.D.                                    29,664                9,888                19,776
-----------------------------------------------------------------------------------------------------------------
Richard L. Spielvogel, M.D.                             29,664                9,888                19,776
-----------------------------------------------------------------------------------------------------------------
Finova Mezzanine Capital Inc.                           21,034                7,011                14,023
-----------------------------------------------------------------------------------------------------------------
Ben F. Martin, M.D.                                     20,113                6,704                13,409
-----------------------------------------------------------------------------------------------------------------
John H. Parker, M.D.                                    20,113                6,704                13,409
-----------------------------------------------------------------------------------------------------------------
Roxanne Perryman, M.D.                                   1,607                  536                 1,071
-----------------------------------------------------------------------------------------------------------------
George F. Bale, M.D.                                    12,137                4,046                 8,091
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       15
<PAGE>

<TABLE>
<S>                                                      <C>                    <C>                   <C>
-----------------------------------------------------------------------------------------------------------------
Robert M. Bradley, M.D.                                 12,137                4,046                 8,091
-----------------------------------------------------------------------------------------------------------------
Michael F. Bugg, M.D.                                   12,137                4,046                 8,091
-----------------------------------------------------------------------------------------------------------------
Thomas R. Callihan, M.D.                                12,137                4,046                 8,091
-----------------------------------------------------------------------------------------------------------------
Kenneth D. Groshart, M.D.                               12,137                4,046                 8,091
-----------------------------------------------------------------------------------------------------------------
Johnnie Cameron Hall, M.D.                              12,137                4,046                 8,091
-----------------------------------------------------------------------------------------------------------------
Shamim M. Moinuddin, M.D.                               12,137                4,046                 8,091
-----------------------------------------------------------------------------------------------------------------
Gene D. Spencer, Jr., M.D.                              12,137                4,046                 8,091
-----------------------------------------------------------------------------------------------------------------
Bruce L. Webber, M.D.                                   12,137                4,046                 8,091
-----------------------------------------------------------------------------------------------------------------
Richard C. Olshock, M.D.                                12,353                4,118                 8,235
-----------------------------------------------------------------------------------------------------------------
James A. Hopfenbeck, M.D.                               12,353                4,118                 8,235
-----------------------------------------------------------------------------------------------------------------
Cathy Van Blerkom, M.D.                                  3,088                1,029                 2,059
-----------------------------------------------------------------------------------------------------------------
John E. Boline, M.D.                                     6,176                2,059                 4,117
-----------------------------------------------------------------------------------------------------------------
Mary E. Corkhill, M.D.                                  12,353                4,118                 8,235
-----------------------------------------------------------------------------------------------------------------
William F. Cox, Jr., M.D.                               12,353                4,118                 8,235
-----------------------------------------------------------------------------------------------------------------
Donald K. McClure, M.D.                                  8,235                2,745                 5,490
-----------------------------------------------------------------------------------------------------------------
Timothy W. Morgan, M.D.                                 12,353                4,118                 8,235
-----------------------------------------------------------------------------------------------------------------
Steven J. Temple, M.D.                                  12,353                4,118                 8,235
-----------------------------------------------------------------------------------------------------------------
Carlton L. Wallis, Jr., M.D.                             6,176                2,059                 4,117
-----------------------------------------------------------------------------------------------------------------
Michael J. Pushchak, M.D.                               12,353                4,118                 8,235
-----------------------------------------------------------------------------------------------------------------
Craig MacNab(3)                                          1,606                  535                 1,071
-----------------------------------------------------------------------------------------------------------------
Robert A. Reeves(3)                                        803                  268                   535
-----------------------------------------------------------------------------------------------------------------
H. Richard Pascoe, M.D.(3)                                 321                  107                   214
-----------------------------------------------------------------------------------------------------------------
Russell T. Ray(3)                                          803                  268                   535
-----------------------------------------------------------------------------------------------------------------
Gerardo Rosencranz(3)                                      481                  160                   321
-----------------------------------------------------------------------------------------------------------------
Stuart F. Smith(3)                                         321                  107                   214
-----------------------------------------------------------------------------------------------------------------
R. Riley Sweat(3)                                          321                  107                   214
-----------------------------------------------------------------------------------------------------------------
David Wilson(3)                                            481                  160                   321
-----------------------------------------------------------------------------------------------------------------
Guarantee and Trust F/B/O. Edward S. Brokaw(3)           1,606                  535                 1,071
-----------------------------------------------------------------------------------------------------------------
SunTrust Equitable Securities Corporation(3)             8,032                2,678                 5,354
-----------------------------------------------------------------------------------------------------------------
Mark R. Klausner(3)                                        160                   53                   107
-----------------------------------------------------------------------------------------------------------------
</TABLE>

______________________
(1)      Shareholdings include 321 shares issuable pursuant to the exercise of
         warrants, 107 of which are being offered pursuant to this prospectus.

(2)      Shareholdings include 803 shares owned jointly with Dr. Berry's spouse,
         Dianne J. Berry.

(3)      Shareholdings represent shares issuable pursuant to the exercise of
         warrants.

Certain Relationships among the Selling Stockholders and AmeriPath

         We acquired Inform DX on November 30, 2000 in a stock-for-stock merger
transaction. Each of the selling stockholders was a stockholder or warrant
holder of Inform DX at the time of the merger. The shares covered by this
prospectus were issued pursuant to the merger or are issuable pursuant to
warrants assumed by us in connection with the merger.

         In connection with the Inform DX merger, AmeriPath agreed to take
certain actions necessary to register the resale of the shares covered by this
prospectus, including the preparation and filing of the registration statement
of which this prospectus forms a part and the payment of expenses associated
with the registration statement and this prospectus.

                                       16
<PAGE>

         Some of the selling stockholders were employees, officers or directors
of Inform DX prior to the merger.

         Some of the selling stockholders currently are employees of AmeriPath
or of medical practices managed by AmeriPath. Some of the Selling Stockholders
are officers, directors or owners of medical practices managed by AmeriPath.

         Brian C. Carr is the President of AmeriPath and James E. Billington is
the Senior Vice President, Operations of AmeriPath.

         Brian C. Carr is also a director of AmeriPath.

         Haywood D. Cochrane, Jr. is a director of AmeriPath.


                              PLAN OF DISTRIBUTION

         Our common stock is quoted on the Nasdaq National Market under the
symbol "PATH". This prospectus is intended to be used to comply with the
prospectus delivery requirements of the Securities Act of 1933 in connection
with any offers or resales. Any or all of the shares of our common stock offered
under this prospectus may be sold from time to time by the selling stockholders,
or by pledgees, donees, transferees, or other successors in interest. These
sales may be made:

         o    to or through underwriters, agents, brokers or dealers;

         o    directly to one or more purchasers;

         o    through agents on a best efforts basis; or

         o    through a combination of any such methods of sale.

         In addition, such sales may be made in the over-the-counter market, or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price or in negotiated transactions. Any or all of the
shares of common stock may be sold by one or more of the following:

         o    a block trade in which the broker or dealer so engaged will
              attempt to sell the shares as agent but may position and resell a
              portion of the block as principal to facilitate the transaction;

         o    purchases by a broker or dealer as principal and resale by such
              broker or dealer for its account pursuant to this prospectus;

         o    an exchange distribution in accordance with the rules of the
              exchange or any automated interdealer quotation system on which
              the common stock is then listed;

         o    ordinary brokerage transactions and transactions in which the
              broker solicits purchasers; and o writing options on the shares.

         Any underwriters, agents or broker-dealers involved in the distribution
of the shares may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of the shares
for which such underwriters, agents or broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to an underwriter,
agent or particular broker-dealer will be negotiated prior to the sale and may
be in excess of customary compensation). If required by applicable law at the
time a particular offer of shares is made, the terms and conditions of that
transaction will be set forth in a supplement to this prospectus.

         The selling stockholders and any underwriters, agents or broker-dealers
who act in connection with the sale of the shares under this prospectus may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any compensation received by them might be deemed to be
underwriting discounts and commissions under the Securities Act.

                                       17
<PAGE>

         The selling stockholders will pay all applicable stock transfer taxes,
transfer fees and brokerage commissions or underwriting or other discounts. We
will bear all expenses in connection with the registration of the shares being
offered by the selling stockholders. We have agreed to indemnify the selling
stockholders against certain liabilities, including liabilities under the
Securities Act.

                                  LEGAL MATTERS

         Alston & Bird LLP, Atlanta, Georgia, will pass upon the status of the
shares offered under this prospectus as legally and validly issued, fully paid
and nonassessable.

                                     EXPERTS

         The financial statements of AmeriPath, Inc. and its consolidated
subsidiaries, as of December 31, 2000 and 1999 and for each of the three years
in the period ended December 31, 2000, except Pathology Consultants of America,
Inc. (d/b/a "InformDX") as of December 31, 1999 and for the years ended December
31, 1999 and 1998, incorporated by reference in this prospectus have been
audited by Deloitte & Touche LLP as stated in their reports incorporated by
reference herein. The financial statements of InformDX, consolidated with those
of AmeriPath, Inc. and not presented separately herein, have been audited by
Ernst & Young LLP as stated in their reports incorporated by reference herein.
Such financial statements of the Company and its consolidated subsidiaries are
incorporated by reference herein in reliance upon the respective reports of such
firms given upon their authority as experts in accounting and auditing. All of
the foregoing firms are independent auditors.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. These reports,
proxy statements and other information may be obtained:

         o     At the public reference room of the Commission, Room 1024 --
               Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
               20549;
         o     At the public reference facilities at the Commission's
               regional offices located at Seven World Trade Center, 13th
               Floor, New York, New York 10048 or Northwestern Atrium Center,
               500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
         o     From the Commission, Public Reference Room, Judiciary Plaza,
               450 Fifth Street, N.W., Washington, D.C. 20549;
         o     At the offices of The Nasdaq Stock Market, Inc., Reports
               Section, 1735 K Street, N.W., Washington, D.C. 20006; or
         o     From the internet site maintained by the Commission at
               http://www.sec.gov, which contains reports, proxy and
               ------------------
               information statements and other information regarding issuers
               that file electronically with the Commission.

         Some locations may charge prescribed rates or modest fees for copies.
For more information on the public reference room, call the Commission at
1-800-SEC-0330.

         We filed with the Securities and Exchange Commission a registration
statement on Form S-3 (which contains this prospectus) under the Securities Act
of 1933, as amended, to register with the Securities and Exchange Commission the
resale by the selling stockholders of our common stock. This prospectus does not
contain all the information you can find in the registration statement or the
exhibits

                                       18
<PAGE>

and schedules to the registration statement. For further information with
respect to us, and our common stock, please refer to the registration statement,
including the exhibits and schedules. You may inspect and copy the registration
statement, including the exhibits and schedules, as described above.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission allows us to "incorporate by
reference" the information that we file with them in other documents, which
means that we can disclose important information to you by referring to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the Securities and
Exchange Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and all future documents
filed with the Securities and Exchange Commission under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until the termination of the
offering to which this prospectus relates:

         o        Current Report on Form 8-K, filed March 6, 2001;

         o        Current Report on Form 8-K, filed April 6, 2001;

         o        Current Report on Form 8-K, filed August 8, 2001;

         o        Annual Report on Form 10-K for the year ended December 31,
                  2000, filed April 2, 2001, including those portions of our
                  proxy statement for our 2001 annual meeting of stockholders
                  that are incorporated into the Form 10-K by reference;

         o        Amendment No. 1 on Form 10-K/A to the Annual Report on Form
                  10-K for the year ended December 31, 2000, filed August 8,
                  2001;

         o        Quarterly Report on Form 10-Q for the quarter ended March 31,
                  2001, filed May 15, 2001;

         o        The description of common stock set forth in our registration
                  statement filed pursuant to Section 12 of the Exchange Act,
                  and any amendment or report filed for the purpose of updating
                  such description; and

         o        The description of rights to purchase Series A Junior
                  Participating Preferred Stock set forth in our registration
                  statement filed pursuant to Section 12 of the Exchange Act,
                  and any amendment or report filed for the purpose of updating
                  such description.


         On written or oral request, we will provide at no cost to each person
who receives a copy of this prospectus, a copy of any or all of the documents
incorporated in this prospectus by reference. We will not provide exhibits to
any of the documents listed above, however, unless those exhibits are
specifically incorporated by reference into those documents. You should direct
your request to the Secretary of AmeriPath, 7289 Garden Road, Suite 200, Riviera
Beach, Florida 33404, telephone number (561) 845-1850.

         You should rely only on the information that we incorporate by
reference or provide in this prospectus or any supplement. We have not
authorized anyone else to provide you with different information. Neither we nor
the selling stockholders will make an offer of these shares in any state where
the offer is not permitted. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the date on
the front of those documents.

                                       19
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registration fee to Securities and Exchange Commission.................$4,987
Accounting fees and expenses................................................0
Legal fees and expenses................................................55,000
Miscellaneous expenses..................................................2,000

     Total............................................................$61,987
                                                                      =======

The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. We have agreed to bear all expenses in
connection with the registration of the shares being offered by the selling
stockholders, except that the selling stockholders will bear all underwriting
discounts and commissions and transfer taxes, if any. We have agreed to
indemnify the selling stockholders against certain liabilities, including
liabilities under the Securities Act.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Our amended and restated certificate of incorporation eliminates the
personal liability of our directors to AmeriPath and its stockholders for
monetary damages for breach of fiduciary duty as a director, except that it does
not eliminate the liability of a director:

         o        for any breach of the duty of loyalty to AmeriPath and its
                  stockholders;

         o        for acts or omissions not in good faith which involve
                  intentional misconduct or a knowing violation of law;

         o        under the Delaware General Corporation Law for a director's
                  willful or negligent violation of statutory provisions that
                  prevent the unlawful payment of a dividend; and

         o        for any transaction in which a director receives an improper
                  personal benefit.

         In addition, if at any time the Delaware General Corporation Law is
amended to authorize further elimination or limitation of the personal liability
of a director, then the liability of each of our directors shall be eliminated
or limited to the fullest extent permitted by such provisions, as so amended,
without further action by the stockholders, unless otherwise required.

         Our bylaws require us to indemnify any director or officer of AmeriPath
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than an action by or in
the right of AmeriPath) by reason of the fact that the indemnified person was or
is a director, officer, employee or agent of AmeriPath, or is or was serving at
the request of AmeriPath as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such indemnified person in connection with such action,
suit or proceeding, as long as the indemnified person:


         o        acted in good faith;

                                      II-1
<PAGE>

         o        acted in a manner reasonably believed to be in or not opposed
                  to the best interests of AmeriPath; and

         o        with respect to any criminal action or proceeding, had no
                  reasonable cause to believe his or her conduct was unlawful.

         Our bylaws also require us to indemnify any director or officer of
AmeriPath who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of AmeriPath
to procure a judgment in AmeriPath's favor by reason of the fact that the
indemnified person was or is a director, officer, employee or agent of
AmeriPath, or is or was serving at the request of AmeriPath as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, actually and reasonably incurred by
such indemnified person in connection with the defense or settlement of such
action or suit, as long as the indemnified person:


         o        acted in good faith; and

         o        acted in a manner reasonably believed to be in or not opposed
                  to the best interests of AmeriPath.

         However, no indemnification shall be made by us under the preceding
paragraph in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to AmeriPath unless otherwise determined by
court order.

         The determination of whether the applicable standard of conduct
described above has been meet shall be made with respect to a person who is a
director or officer at the time of such determination:

         o        by a majority vote of the directors who are not parties to
                  such action, suit or proceeding ("disinterested directors"),
                  even though less than a quorum; or

         o        by a committee of disinterested directors designated by a
                  majority vote of the disinterested directors, even though
                  less than a quorum; or

         o        if there are no disinterested directors, or if the
                  disinterested directors so direct, by independent legal
                  counsel in a written opinion; or

         o        by the stockholders.

         AmeriPath also has written indemnification agreements with each of its
directors and executive officers that provide for substantially the same scope
of indemnification as is provided to directors and officers of AmeriPath under
AmeriPath's bylaws.


         AmeriPath maintains a standard form of officers' and directors'
liability insurance policy that provides coverage to its officers and directors
for certain liabilities, including certain liabilities that may arise out of
this registration statement.

         We have agreed to indemnify each selling stockholder, each underwriter,
if any, and each person controlling the selling stockholders or the
underwriters, if any, within the meaning of the Securities Act, from and against
any losses, claims, damages or liabilities, joint or several, to which such
selling stockholders, underwriters or controlling persons may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in this registration statement, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violations by us of applicable federal or state securities laws relating to such
registration.


                                      II-2
<PAGE>

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

EXHIBIT
NUMBER                              DESCRIPTION
------------------
2.1      Agreement and Plan of Merger by and among the Registrant, AMP Merger
         Corp. and Pathology Consultants of America, Inc. (d/b/a Inform DX),
         dated as of November 7, 2000 (incorporated by reference from Exhibit
         2.2 to our Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000)

4.1      Amended and Restated Certificate of Incorporation (incorporated by
         reference from Exhibit 3.1 to our registration statement on Form S-1,
         Registration No. 333-34265)

4.2      Amended and Restated Bylaws

4.3      Certificate of Amendment to the Amended and Restated Certificate of
         Incorporation (incorporated by reference from Exhibit 3.3 to our
         registration statement on Form S-1, Registration No. 333-34265)

4.4      Certificate of Amendment to the Amended and Restated Certificate of
         Incorporation


4.4      Rights Agreement, dated as of April 8, 1999, between the Registrant and
         American Stock Transfer & Trust Company, as Rights Agent, including the
         form of Certificate of Designations of Series A Junior Participating
         Preferred Stock, the form of Rights Certificate, and the form of
         Summary of Rights (incorporated by reference to Exhibit 4.1 to our
         Current Report on Form 8-K filed April 16, 1999)


4.5      Registration Rights Agreement, dated November 30, 2000, among the
         Registrant and the Shareholders and Warrant Holders of Pathology
         Consultants of America, Inc. (d/b/a Inform DX) (incorporated by
         reference from Exhibit 10.46 to our Annual Report on Form 10-K for the
         fiscal year ended December 31, 2000)

5.1*     Opinion of Alston & Bird LLP, including consent


23.1     Consent of Deloitte & Touche LLP

23.2     Consent of Ernst & Young LLP

23.3     Consent of Alston & Bird LLP (filed as part of Exhibit 5.1)

24.1     Power of Attorney (included as part of the signature page to this
         registration statement, as filed on April 20, 2001)

-----------
* Previously filed.


(b) Financial Statement Schedules

                                      II-3
<PAGE>

ITEM 17.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this Section do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore, unenforceable. In the event that a
claim for indemnification against such liabilities

                                      II-4
<PAGE>

(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

         The undersigned registrant hereby undertakes that:

         (1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

         (2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                                      II-5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Riviera Beach, State of Florida on the 8th day of
August, 2001.



                                     AmeriPath, Inc.

                                     By: /s/ James C. New
                                        -------------------------------------
                                     Name: James C. New
                                     Title: Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
                      Signature                                       Title                       Date
<S>                                                 <C>                                <C>
/s/ James C. New                                       Chairman and Chief Executive         August 8, 2001
--------------------------------------------------
James C. New                                           Officer(Principal Executive
                                                       Officer)

/s/ Gregory A. Marsh                                   Vice President, Chief Financial      August 8, 2001
--------------------------------------------------
Gregory A. Marsh                                       Officer and Secretary (Principal
                                                       Financial and Accounting Officer)

              *                                        Director                             August 8, 2001
--------------------------------------------------
Brian C. Carr

              *                                        Director                             August 8, 2001
--------------------------------------------------
E. Martin Gibson

              *                                        Director                             August 8, 2001
--------------------------------------------------
Alan Levin, M.D.

              *                                        Director                             August 8, 2001
--------------------------------------------------
C. Arnold Renschler, M.D.

              *                                        Director                             August 8, 2001
--------------------------------------------------
E. Roe Stamps, IV



*By:     /s/ James C. New
    --------------------------------
         James C. New
         Attorney-in-Fact


</TABLE>


                                      II-6
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT
NUMBER    DESCRIPTION

2.1       Agreement and Plan of Merger by and among the Registrant, AMP Merger
          Corp. and Pathology Consultants of America, Inc. (d/b/a Inform DX),
          dated as of November 7, 2000 (incorporated by reference from Exhibit
          2.2 to our Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000)

4.1       Amended and Restated Certificate of Incorporation (incorporated by
          reference from Exhibit 3.1 to our registration statement on Form S-1,
          Registration No. 333-34265)

4.2       Amended and Restated Bylaws

4.3       Certificate of Amendment to the Amended and Restated Certificate of
          Incorporation (incorporated by reference from Exhibit 3.3 to our
          registration statement on Form S-1, Registration No. 333-34265)

4.4       Certificate of Amendment to the Amended and Restated Certificate of
          Incorporation


4.4       Rights Agreement, dated as of April 8, 1999, between the Registrant
          and American Stock Transfer & Trust Company, as Rights Agent,
          including the form of Certificate of Designations of Series A Junior
          Participating Preferred Stock, the form of Rights Certificate, and the
          form of Summary of Rights (incorporated by reference to Exhibit 4.1 to
          our Current Report on Form 8-K filed April 16, 1999)


4.5       Registration Rights Agreement, dated November 30, 2000, among the
          Registrant and the Shareholders and Warrant Holders of Pathology
          Consultants of America, Inc. (d/b/a Inform DX) (incorporated by
          reference from Exhibit 10.46 to our Annual Report on Form 10-K for the
          fiscal year ended December 31, 2000)

5.1*      Opinion of Alston & Bird LLP, including consent


23.1      Consent of Deloitte & Touche LLP

23.2      Consent of Ernst & Young LLP

23.3      Consent of Alston & Bird LLP (filed as part of Exhibit 5.1)

24.1      Power of Attorney (included as part of the signature page to this
          registration statement, as filed on April 20, 2001)

-----------
* Previously filed.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>dex42.txt
<DESCRIPTION>AMENDED RESTATED BYLAWS
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.2



                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                                AMERIPATH, INC.

                           (a Delaware corporation)

                           Adopted on August 2, 2001
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
ARTICLE 1  CERTIFICATE OF INCORPORATION.......................   1
     SECTION 1.1     CONTENTS.................................   1
     SECTION 1.2     CERTIFICATE IN EFFECT....................   1

ARTICLE 2  MEETINGS OF STOCKHOLDERS...........................   1
     SECTION 2.1     PLACE....................................   1
     SECTION 2.2     ANNUAL MEETING...........................   1
     SECTION 2.3     SPECIAL MEETINGS.........................   1
     SECTION 2.4     NOTICE OF MEETINGS.......................   2
     SECTION 2.5     AFFIDAVIT OF NOTICE......................   2
     SECTION 2.6     QUORUM...................................   2
     SECTION 2.7     VOTING REQUIREMENTS......................   2
     SECTION 2.8     PROXIES AND VOTING.......................   3
     SECTION 2.9     NO STOCKHOLDER ACTION WITHOUT MEETING....   3
     SECTION 2.10    STOCKHOLDER LIST.........................   3
     SECTION 2.11    RECORD DATE..............................   3
     SECTION 2.12    ADVANCE NOTICE OF STOCKHOLDER
                     PROPOSED BUSINESS AT ANNUAL MEETING......   4

ARTICLE 3  DIRECTORS..........................................   5
     SECTION 3.1     NUMBER, ELECTION AND TERM OF OFFICE......   5
     SECTION 3.2     DUTIES...................................   5
     SECTION 3.3     COMPENSATION.............................   5
     SECTION 3.4     RELIANCE ON BOOKS........................   6
     SECTION 3.5     STOCKHOLDER NOMINATIONS FOR DIRECTOR
                     CANDIDATES...............................   6
     SECTION 3.6     AMENDMENTS...............................   7

ARTICLE 4  MEETINGS OF THE BOARD OF DIRECTORS.................   7
     SECTION 4.1     PLACE....................................   7
     SECTION 4.2     ANNUAL MEETING...........................   7
     SECTION 4.3     REGULAR MEETINGS.........................   7
     SECTION 4.4     SPECIAL MEETINGS.........................   7
     SECTION 4.5     QUORUM...................................   7
     SECTION 4.6     ACTION WITHOUT MEETING...................   8
     SECTION 4.7     TELEPHONE MEETINGS.......................   8

ARTICLE 5  COMMITTEES OF DIRECTORS............................   8
     SECTION 5.1     DESIGNATION..............................   8
     SECTION 5.2     RECORDS OF MEETINGS......................   9
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                             <C>
ARTICLE 6  NOTICES............................................   9
     SECTION 6.1     METHOD OF GIVING NOTICE..................   9
     SECTION 6.2     WAIVER...................................   9

ARTICLE 7  OFFICERS...........................................   9
     SECTION 7.1     IN GENERAL...............................   9
     SECTION 7.2     ANNUAL APPOINTMENT.......................   9
     SECTION 7.3     ELECTION OF OTHER OFFICERS...............  10
     SECTION 7.4     SALARIES.................................  10
     SECTION 7.5     TERM OF OFFICE...........................  10
     SECTION 7.6     DUTIES OF CHAIRMAN OF THE BOARD,
                     CHIEF EXECUTIVE OFFICER, CHIEF OPERATING
                     OFFICER, CHIEF FINANCIAL OFFICER, MEDICAL
                     DIRECTOR AND PRESIDENT...................  10
     SECTION 7.7     THE CHAIRMAN OF THE BOARD OF DIRECTORS...  10
     SECTION 7.8     THE CHIEF EXECUTIVE OFFICER..............  10
     SECTION 7.9     THE PRESIDENT............................  10
     SECTION 7.10    THE CHIEF OPERATING OFFICER..............  11
     SECTION 7.11    THE CHIEF FINANCIAL OFFICER..............  11
     SECTION 7.12    THE MEDICAL DIRECTOR.....................  11
     SECTION 7.13    DUTIES OF VICE-PRESIDENT.................  11
     SECTION 7.14    DUTIES OF SECRETARY......................  11
     SECTION 7.15    DUTIES OF ASSISTANT SECRETARY............  12
     SECTION 7.16    DUTIES OF TREASURER......................  12
     SECTION 7.17    DUTIES OF ASSISTANT TREASURER............  12

ARTICLE 8  RESIGNATIONS, REMOVALS AND VACANCIES...............  12
     SECTION 8.1     DIRECTORS................................  12
     SECTION 8.2     OFFICERS.................................  13
     SECTION 8.3     AMENDMENTS...............................  13

ARTICLE 9  CERTIFICATE OF STOCK...............................  13
     SECTION 9.1     ISSUANCE OF STOCK........................  13
     SECTION 9.2     RIGHT TO CERTIFICATE; FORM...............  14
     SECTION 9.3     FACSIMILE SIGNATURE......................  14
     SECTION 9.4     LOST CERTIFICATES........................  14
     SECTION 9.5     TRANSFER OF STOCK........................  14
     SECTION 9.6     REGISTERED STOCKHOLDERS..................  14

ARTICLE 10  INDEMNIFICATION...................................  15
     SECTION 10.1    THIRD PARTY ACTIONS......................  15
     SECTION 10.2    DERIVATIVE ACTIONS.......................  15
     SECTION 10.3    EXPENSES.................................  15
     SECTION 10.4    AUTHORIZATION............................  16
     SECTION 10.5    ADVANCE PAYMENT OF EXPENSES..............  16
     SECTION 10.6    NON-EXCLUSIVENESS........................  16
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                               PAGE
                                                               ----
<S>                                                            <C>
     SECTION 10.7    INSURANCE................................  16
     SECTION 10.8    CONSTITUENT CORPORATIONS.................  17
     SECTION 10.9    DEFINITIONAL TERMS.......................  17

ARTICLE 11  EXECUTION OF PAPERS...............................  17

ARTICLE 12  FISCAL YEAR.......................................  17

ARTICLE 13  SEAL..............................................  17

ARTICLE 14  OFFICES...........................................  18

ARTICLE 15  AMENDMENTS........................................  18
</TABLE>

                                     -iii-

<PAGE>

                                AMERIPATH, INC.

                                    BYLAWS


                                   ARTICLE 1


                         CERTIFICATE OF INCORPORATION

     Section 1.1  CONTENTS. The name, location of principal office and purposes
of the Corporation shall be as set forth in its Certificate of Incorporation.
These Bylaws, the powers of the Corporation and of its Directors and
stockholders, and all matters concerning the conduct and regulation of the
business of the Corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in said Certificate of Incorporation. The
Certificate of Incorporation is hereby made a part of these Bylaws.

     Section 1.2  CERTIFICATE IN EFFECT. All references in these Bylaws to the
Certificate of Incorporation shall be construed to mean the Certificate of
Incorporation of the Corporation as from time to time amended, including (unless
the context shall otherwise require) all certificates and any agreement of
consolidation or merger filed pursuant to the Delaware General Corporation Law,
as amended.

                                   ARTICLE 2

                           MEETINGS OF STOCKHOLDERS

     Section 2.1  PLACE. All meetings of the stockholders may be held at such
place either within or without the State of Delaware as shall be designated from
time to time by the Board of Directors, the Chairman of the Board of Directors
or the President and stated in the notice of the meeting or in any duly executed
waiver of notice thereof.

     Section 2.2  ANNUAL MEETING. Annual meetings of stockholders, shall be held
on the second Tuesday of April in each year, if not a legal holiday, and, if a
legal holiday, then on the next secular day following, at 10:00 A.M., or at such
other date and time as shall be designated from time to time by the Board of
Directors, the Chairman of the Board of Directors or the President and stated in
the notice of the meeting. If such annual meeting has not been held on the day
herein provided therefor, a special meeting of the stockholders in lieu of the
annual meeting may be held, and any business transacted or elections held at
such special meeting shall have the same effect as if transacted or held at the
annual meeting, and in such case all references in these Bylaws, except in this
Section 2.2, to the annual meeting of the stockholders shall be deemed to refer
to such special meeting.

     Section 2.3  SPECIAL MEETINGS. Except as otherwise required by law and
subject to the rights of the holders of the Preferred Stock, special meetings of
stockholders of the Corporation may be called only by (i) the Board of Directors
pursuant
<PAGE>

to a resolution approved by a majority of the entire Board, (ii) the
Corporation's President or (iii) the Chairman of the Board of the Corporation.
Special meetings of the stockholders may be held at such time and date, and at
such place as shall be designated by the Board of Directors and set forth in the
notice of meeting required pursuant to Section 2.4. Notwithstanding anything
contained in these Bylaws to the contrary, this Section 2.3 shall not be
altered, amended or repealed except by an affirmative vote of the holders of at
least eighty percent (80%) of the combined voting power of the outstanding
shares of all capital stock entitled to vote for the election of directors. Only
such business as is set forth in the notice of a special meeting may be
transacted at such Special Meeting.

     Section 2.4  NOTICE OF MEETINGS.  A written notice of all meetings of
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such meeting.
Except as otherwise provided by law, such notice shall be given not less than
ten nor more than sixty days before the date of the meeting.  Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 2.5  AFFIDAVIT OF NOTICE.  An affidavit of the Secretary or an
Assistant Secretary or the transfer agent of the Corporation that notice of a
stockholders meeting has been given shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

     Section 2.6  QUORUM.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation.  If, however, such quorum shall not be present or
represented by proxy at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, except as hereinafter provided, until a quorum
shall be present or represented.  At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the original meeting.  If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     Section 2.7  VOTING REQUIREMENTS. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of any
applicable statute or of the Certificate of Incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

                                      -2-
<PAGE>

     Section 2.8  PROXIES AND VOTING.  Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period.  Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held, and persons whose stock is pledged shall be entitled
to vote the pledged shares, unless in the transfer by the pledgor on the books
of the Corporation he shall have expressly empowered the pledgee to vote said
shares, in which case only the pledgee, or his proxy, may represent and vote
such shares.  Shares of the capital stock of the Corporation owned by the
Corporation shall not be voted, directly or indirectly.

     Section 2.9  NO STOCKHOLDER ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the stockholders of the Corporation shall be taken at a
duly called annual or special meeting of such holders and may not be taken by
any consent in writing by such holders. Notwithstanding anything contained in
these Bylaws to the contrary, this Section 2.9 shall not be altered, amended or
repealed except by an affirmative vote of the holders of at least eighty percent
(80%) of the combined voting power of the outstanding shares of all capital
stock entitled to vote for the election of directors.

     Section 2.10 STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The original or duplicate stock ledger shall be the only evidence as to
who are the stockholders entitled to examine such list, the stock ledger or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

     Section 2.11 RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the

                                      -3-
<PAGE>

Board of Directors may fix a new record date for the adjourned meeting. If no
record date is fixed by the Board of Directors:

     (a)  The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.

     (b)  The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed.

     (c)  The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

     Section 2.12  ADVANCE NOTICE OF STOCKHOLDER PROPOSED BUSINESS AT ANNUAL
MEETING. At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than 120 days nor more than 150 days prior to the first
anniversary of the date of the Corporation's notice of annual meeting provided
with respect to the previous year's annual meeting; provided, that if no annual
meeting was held in the previous year or the date of the annual meeting has been
changed to be more than 30 calendar days earlier than or 60 calendar days after
such anniversary, notice by the stockholder, to be timely, must be so received
not more than 90 days nor later than the later of (i) 60 days prior to the
annual meeting or (ii) the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (iv) any material interest
of the stockholder in such business.

     Notwithstanding anything in the Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Section 12; provided, however, that nothing in this Section 12
shall be deemed to

                                      -4-
<PAGE>

preclude discussion by any stockholder of any business properly brought before
the annual meeting in accordance with said procedure.

     The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 12, and if he should
so determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

     Notwithstanding anything contained in the Bylaws to the contrary, this
Section 12 shall not be altered, amended or repealed except by an affirmative
vote of the holders of at least eighty percent (80%) of the combined voting
power of the outstanding shares of all capital stock entitled to vote for the
election of directors.

                                   ARTICLE 3

                                   DIRECTORS

     Section 3.1  NUMBER; ELECTION AND TERM OF OFFICE. The Corporation's Board
shall consist of not less than three nor more than twelve members, with the
exact number to be fixed from time to time in accordance with a resolution
adopted by a majority of the entire Board. No decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. The Board shall be divided into three classes. The number of directors
elected to each class shall be as nearly equal in number as possible. Each
director in the first class shall be elected to an initial term expiring at the
next ensuing annual meeting of stockholders, each director in the second class
shall be elected to an initial term expiring at the annual meeting of
stockholders held one year thereafter and each director in the third class shall
be elected to an initial term expiring at the annual meeting of stockholders
held one year thereafter, in each case until his or her successor is duly
elected and qualified or until his or her earlier resignation, death, incapacity
or removal from office. Upon the expiration of the initial terms of office for
each class of directors, the successor directors of each class shall be elected
for a full term of three years, to serve until their successors are duly elected
and qualified or until their earlier resignation, death, incapacity or removal
from office. The Board shall apportion any increase or decrease in the number of
directors among the classes as nearly equal in number as possible.

     Section 3.2  DUTIES.  The business of the Corporation shall be managed by
or under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

     Section 3.3  COMPENSATION. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, the Board of Directors shall have the
authority to fix the compensation of Directors. The Directors may be paid their
expenses, if any, of

                                      -5-
<PAGE>

attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Directors. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

     Section 3.4  RELIANCE ON BOOKS.  A member of the Board of Directors or a
member of any committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, or
by an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any committee, or in relying in
good faith upon other records of the Corporation.

     Section 3.5  STOCKHOLDER NOMINATIONS FOR DIRECTOR CANDIDATES. Only persons
who are nominated in accordance with the following procedures shall be eligible
for election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors by any nominating committee or person
appointed by the Board of Directors or by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 3.5. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than 120 days nor
more than 150 days prior to the first anniversary of the date of the
Corporation's notice of annual meeting provided with respect to the previous
year's annual meeting; provided, that if no annual meeting was held in the
previous year or the date of the annual meeting has been changed to be more than
30 calendar days earlier than or 60 calendar days after such anniversary, notice
by the stockholder, to be timely, must be so received not more than 90 days nor
later than the later of (i) 60 days prior to the annual meeting or (ii) the
close of business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made,
whichever first occurs. Such stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the persons, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the person, (iv) the consent of each
nominee to serve as a director of the Corporation if so elected, and (v) any
other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a under
the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder
giving the notice, (i) the name and record address of that stockholder, and (ii)
the class and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility

                                      -6-
<PAGE>

of such proposed nominee to serve as director of the Corporation. No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth herein.

     The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

     Section 3.6  AMENDMENTS. Notwithstanding anything contained in the Bylaws
to the contrary, this Article 3 shall not be altered, amended or repealed except
by an affirmative vote of the holders of at least eighty percent (80%) of the
combined voting power of the outstanding shares of all capital stock entitled to
vote for the election of directors.

                                   ARTICLE 4

                      MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.1  PLACE. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

     Section 4.2  ANNUAL MEETING. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders or any special meeting held in lieu thereof, and no notice of such
meeting shall be necessary to the newly elected Directors in order legally to
constitute the meeting.

     Section 4.3  REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board.

     Section 4.4  SPECIAL MEETINGS. Special meetings of the Board may be called
by the President on two days' notice to each Director either personally or by
mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
Directors unless the Board consists of only one Director, in which case special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of the sole Director.

     Section 4.5  QUORUM. At all meetings of the Board a majority of the
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting

                                      -7-
<PAGE>

from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 4.6  ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

     Section 4.7  TELEPHONE MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                                   ARTICLE 5

                            COMMITTEES OF DIRECTORS

     Section 5.1  DESIGNATION.

     (a)  The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of one
or more of the Directors of the Corporation.  The Board may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.

     (b)  In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

     (c)  Any such committee, to the extent provided in the resolution of the
Board of Directors designating the committee, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the Bylaws of the Corporation; and, unless the resolution or the
Certificate of

                                      -8-
<PAGE>

Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

     Section 5.2  RECORDS OF MEETINGS.  Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required.

                                   ARTICLE 6


                                    NOTICES

     Section 6.1  METHOD OF GIVING NOTICE. Whenever, under any provision of the
law or of the Certificate of Incorporation or of these Bylaws, notice is
required to be given to any Director or stockholder, such notice shall be given
in writing by the Secretary or the person or persons calling the meeting by
leaving such notice with such Director or stockholder at his residence or usual
place of business or by mailing it addressed to such Director or stockholder, at
his address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Notice to Directors may
also be given by telegram.

     Section 6.2  WAIVER. Whenever any notice is required to be given under any
provision of law or of the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.

                                   ARTICLE 7


                                   OFFICERS

     Section 7.1  IN GENERAL. The officers of the Corporation shall be chosen by
the Board of Directors and shall include a President, a Secretary and a
Treasurer. The Board of Directors may also choose a Chairman of the Board, a
Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer, a
Medical Director and one or more Vice Presidents, Executive Vice Presidents,
Assistant Secretaries and Assistant Treasurers. Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.

     Section 7.2  ANNUAL APPOINTMENT. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a President, a
Secretary and a Treasurer.

                                      -9-
<PAGE>

     Section 7.3  ELECTION OF OTHER OFFICERS. The Board of Directors may appoint
such other officers and agents as it shall deem appropriate who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

     Section 7.4  SALARIES. The salaries of all officers and agents of the
Corporation may be fixed by the Board of Directors.

     Section 7.5  TERM OF OFFICE. The officers of the Corporation shall hold
office until their successors are chosen and qualify or until their earlier
resignation or removal. Any officer elected or appointed by the Board of
Directors may be removed at any time in the manner specified in Section 8.2.

     Section 7.6  DUTIES OF CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER,
CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER, MEDICAL DIRECTOR AND
PRESIDENT. The following officers of the Corporation, to the extent appointed by
the Board of Directors in accordance with these Bylaws, shall have and may
exercise the following respective duties and powers:

     Section 7.7  THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors (the "Chairman"), if any, shall make his counsel available to
the other officers of the Corporation, shall be authorized to sign stock
certificates on behalf of the Corporation and shall preside at all meetings of
the Directors at which he is present, and, in the absence of the Chief Executive
Officer, shall preside at all meetings of the stockholders, and shall also have
such other or further duties and powers as may from time to time be conferred
upon him by the Board of Directors.

     Section 7.8  THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of
the Corporation shall be the principal executive officer of the Corporation,
with general executive powers and duties regarding the Corporation. The Chief
Executive Officer shall preside at all meetings of stockholders and, if he is a
Director, at all meetings of the Board of Directors if there shall be no
Chairman or in the absence of the Chairman, and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chief
Executive Officer shall also have and may exercise such other or further duties
and powers as may from time to time be conferred upon, or assigned to, him by
the Board of Directors. Absent a Board of Director resolution to the contrary,
the President shall be the Chief Executive Officer of the Corporation.

     Section 7.9  THE PRESIDENT. The President shall be the chief administrative
officer of the Corporation and shall have powers and duties consistent with such
position. The President shall execute bonds, mortgages, loans and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation. The
President shall also have and may exercise such other or further duties

                                     -10-
<PAGE>

and powers as may from time to time be conferred upon, or assigned to, him by
the Chief Executive Officer, if any, or the Board of Directors. Absent a Board
of Director resolution to the contrary, the President shall be the Chief
Executive Officer and the Chief Operating Officer of the Corporation.

     Section 7.10  THE CHIEF OPERATING OFFICER. The Chief Operating Officer of
the Corporation shall be the principal officer responsible for the operations of
the Corporation, and shall have general and active management of the day-to-day
business, operations and affairs of the Corporation. The Chief Operating Officer
shall also have and may exercise such other or further duties and powers as may
from time to time be conferred upon, or assigned to, him by the Chief Executive
Officer, if any, or the Board of Directors. Absent a Board of Director
resolution to the contrary, the President shall be the Chief Operating Officer
of the Corporation.

     Section 7.11  THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer of
the Corporation shall be the principal officer responsible for the financial and
accounting systems of the Corporation, and shall have general and active
responsibility of the day-to-day financial systems and controls of the
Corporation. The Chief Financial Officer shall also have and may exercise such
other or further duties and powers as may from time to time be conferred upon,
or assigned to, him by the Chief Executive Officer, if any, or the Board of
Directors.

     Section 7.12  THE MEDICAL DIRECTOR. The Medical Director of the Corporation
shall be the principal officer of the Corporation responsible for the medical
and health care aspects of the Corporation, and shall have general and active
responsibility with respect to all medical and health care decisions of the
Corporation. The Medical Director shall also have and may exercise such other or
further duties and powers as may from time to time be conferred upon, or
assigned to, him by the Chief Executive Officer, if any, or the Board of
Directors.

     Section 7.13  DUTIES OF VICE-PRESIDENT. In the absence of the President or
in the event of his inability or refusal to act, the Vice-President (or in the
event there be more than one Vice- President, the Vice-Presidents in the order
designated by the Directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the President not otherwise
conferred upon the Chairman of the Board, if any, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President. The
Vice-Presidents shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

     Section 7.14  DUTIES OF SECRETARY. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings of the meetings of the Corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, except as otherwise provided in these Bylaws, and shall perform such
other duties as may be prescribed by the Board of

                                     -11-
<PAGE>

Directors or President, under whose supervision he shall be. He shall have
charge of the stock ledger (which may, however, be kept by any transfer agent or
agents of the Corporation under his direction) and of the corporate seal of the
Corporation.

     Section 7.15  DUTIES OF ASSISTANT SECRETARY. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

     Section 7.16  DUTIES OF TREASURER. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of this office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 7.17  DUTIES OF ASSISTANT TREASURER. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

                                   ARTICLE 8


                     RESIGNATIONS, REMOVALS AND VACANCIES

     Section 8.1  DIRECTORS.

     (a) RESIGNATIONS.  Any Director may resign at any time by giving written
notice to the Board of Directors or the President or the Secretary.  Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

                                     -12-
<PAGE>

     (b) REMOVALS.  Subject to any provisions of the Certificate of
Incorporation, the holders of stock entitled to vote for the election of
Directors may, at any meeting called for the purpose, by vote of a majority of
the shares of such stock outstanding, remove any Director or the entire Board of
Directors with or without cause and fill any vacancies thereby created.  This
Section 8.1(b) may not be altered, amended or repealed except by the holders of
a majority of the shares of stock issued and outstanding and entitled to vote
for the election of the Directors.

     (c) VACANCIES.  Vacancies occurring in the office of Director and newly
created Directorships resulting from any increase in the authorized number of
Directors shall be filled by a majority of the Directors then in office, though
less than a quorum, unless previously filled by the stockholders entitled to
vote for the election of Directors, and the Directors so chosen shall hold
office subject to the Bylaws until the next annual election and until their
successors are duly elected and qualify or until their earlier resignation or
removal.  If there are no Directors in office, then an election of Directors may
be held in the manner provided by statute.

     Section 8.2  OFFICERS. Any officer may resign at any time by giving written
notice to the Board of Directors or the President or the Secretary. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. The Board of Directors may, at any meeting
called for the purpose, by vote of a majority of their entire number, remove
from office any officer of the Corporation or any member of a committee, with or
without cause. Any vacancy occurring in the office of President, Secretary or
Treasurer shall be filled by the Board of Directors and the officers so chosen
shall hold office subject to the Bylaws for the unexpired term in respect of
which the vacancy occurred and until their successors shall be elected and
qualify or until their earlier resignation or removal.

     Section 8.3  AMENDMENTS. Notwithstanding anything contained in the Bylaws
to the contrary, this Article 8 shall not be altered, amended or repealed except
by an affirmative vote of the holders of at least eighty percent (80%) of the
combined voting power of the outstanding shares of all capital stock entitled to
vote for the election of directors.

                                   ARTICLE 9


                             CERTIFICATE OF STOCK

     Section 9.1  ISSUANCE OF STOCK. The Directors may, at any time and from
time to time, if all of the shares of capital stock which the Corporation is
authorized by its Certificate of Incorporation to issue have not been issued,
subscribed for, or otherwise committed to be issued, issue or take subscriptions
for additional shares of its capital stock up to the amount authorized in its
Certificate of Incorporation. Such stock shall be issued and the consideration
paid therefor in the manner prescribed by law.

                                     -13-
<PAGE>

     Section 9.2    RIGHT TO CERTIFICATE; FORM.  Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President or a Vice-
President and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation; provided that the Directors may provide by one or more
resolutions that some or all of any or all classes or series of the
Corporation's stock shall be uncertified shares.  Certificates may be issued for
partly paid shares and in such case upon the face or back of the certificates
issued to represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall be
specified.

     Section 9.3    FACSIMILE SIGNATURE.  Any of or all the signatures on the
certificate may be facsimile.  In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

     Section 9.4    LOST CERTIFICATES.  The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 9.5    TRANSFER OF STOCK.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 9.6    REGISTERED STOCKHOLDERS.  The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                                     -14-
<PAGE>

                                  ARTICLE 10

                                INDEMNIFICATION


     Section 10.1   THIRD PARTY ACTIONS.  The Corporation shall indemnify any
Director or officer of the Corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

     Section 10.2   DERIVATIVE ACTIONS.  The Corporation shall indemnify any
Director or officer of the Corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Section 10.3   EXPENSES.  To the extent that any present or former Director
or officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any

                                     -15-
<PAGE>

claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

     Section 10.4   AUTHORIZATION.  Any indemnification under Sections 10.1 and
10.2 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former Director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Sections 10.1 and 10.2.  Such determination shall be made, with respect
to a person who is a Director or officer at the time of such determination, (a)
by a majority vote of the Directors who are not parties to such action, suit or
proceeding ("disinterested Directors"), even though less than a quorum, or (b)
by a committee of disinterested Directors designated by a majority vote of the
disinterested Directors, even though less than a quorum, or (c) if there are no
disinterested Directors,, or if the disinterested Directors so direct, by
independent legal counsel in a written opinion, or (d) by the stockholders.

     Section 10.5   ADVANCE PAYMENT OF EXPENSES.  Expenses (including attorneys'
fees) incurred by a present or former executive officer or Director in defending
a civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such officer or Director to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in this Article 10.  Such expenses incurred by other officers,
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

     Section 10.6   NON-EXCLUSIVENESS.  The indemnification and advancement of
expenses provided by this Article 10 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a Director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

     Section 10.7   INSURANCE.  The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify the person against such liability under the
provisions of this Article 10.

                                     -16-
<PAGE>

     Section 10.8   CONSTITUENT CORPORATIONS.  The Corporation shall have the
power to indemnify and advance expenses to any person who is or was a director,
officer, employee or agent of a constituent corporation absorbed in a
consolidation or merger with this Corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, in the same manner as hereinabove provided for any person who is or
was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.

     Section 10.9   DEFINITIONAL TERMS.  For purposes of this Article 10,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; references to "serving at the request of
the Corporation" shall include any service as a director, officer, employee or
agent of the Corporation which imposes duties on, or includes services by such
Director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article.

                                  ARTICLE 11

                              EXECUTION OF PAPERS

     Except as otherwise provided in these Bylaws or as the Board of Directors
may generally or in particular cases otherwise determine, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other instruments
authorized to be executed on behalf of the Corporation shall be executed by the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Secretary or Treasurer.

                                   ARTICLE 12

                                  FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

                                   ARTICLE 13

                                      SEAL

     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware".  The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                     -17-
<PAGE>

                                  ARTICLE 14

                                    OFFICES

     In addition to its principal office, the Corporation may have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE 15

                                   AMENDMENTS

     The Board shall have the power to adopt, amend or repeal the Bylaws or any
part hereof.  Certain provisions of the Bylaws, as stated herein, may not be
altered, amended or repealed except by an affirmative vote of the holders of at
least eighty percent (80%) of the combined voting power of the outstanding
shares of all capital stock entitled to vote for the election of directors.
Except for such provisions requiring an eighty percent (80%) vote to alter,
amend or repeal, the Bylaws may be altered, amended or repealed, and new Bylaws
may be adopted, by the stockholders upon the affirmative vote of at least a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote at a stockholders' meeting duly called for such purpose.
Notwithstanding anything contained in these Bylaws to the contrary, this Article
15 shall not be altered, amended or repealed except by an affirmative vote of
the holders of at least eighty percent (80%) of the combined voting power of the
outstanding shares of all capital stock entitled to vote for the election of
directors.

                                     -18-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>4
<FILENAME>dex44.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.4


                           CERTIFICATE OF AMENDMENT
                                      TO
                           THE AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                                AMERIPATH, INC.


     AmeriPath, Inc., a corporation organized and existing under and by virtue
of the Delaware General Corporation Law (the "Corporation"), does hereby
certify:

     FIRST:  That on March 23, 2001 the Board of Directors of the Corporation
adopted resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
submitting the proposed amendment to the stockholders of the Corporation for
their consideration and approval.  The proposed amendment is as follows:

          NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation
     of the Corporation be amended by deleting the first paragraph of Article IV
     in its entirety and by substituting in lieu thereof a new first paragraph
     to read as follows:

          "The aggregate number of shares of all classes of stock which the
     Corporation shall have authority to issue is 65,000,000 shares, consisting
     of (a) 60,000,000 shares of Common Stock, par value $.01 per share (the
     "Common Stock") and (b) 5,000,000 shares of Preferred Stock, par value $.01
     per share (the "Preferred Stock")."

     SECOND:   That thereafter on May 3, 2001 said amendment was duly adopted by
the stockholders of the Corporation in accordance with Section 242 of the
Delaware General Corporation Law.

     IN WITNESS WHEREOF, AmeriPath, Inc. has caused this Certificate of
Amendment to be executed by its duly authorized officer this 26 day of June,
                                                            ----
2001.

                                   AMERIPATH, INC.


                                   By:  /s/ Gregory A. Marsh
                                      ------------------------
                                      Name:  Gregory A. Marsh
                                           -------------------
                                      Title:  Secretary
                                            -------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>dex231.txt
<DESCRIPTION>INDEPENDENT AUDITORS CONSENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1


INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement No. 333-59324 of Ameripath, Inc. of our reports dated
March 29, 2001, appearing in the Amended Annual Report on Form 10-K/A of
Ameripath, Inc. for the year ended December 31, 2000 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.



s/ Deloitte & Touche LLP


Miami, Florida
August 8, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>6
<FILENAME>dex232.txt
<DESCRIPTION>INDEPENDENT AUDITORS CONSENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.2


                         INDEPENDENT AUDITORS' CONSENT



We consent to the reference to our firm under the caption "Experts" in the
Amendment No. 2 to the Registration Statement (Form S-3) and related Prospectus
of AmeriPath, Inc. and to the incorporation by reference therein of our report
dated March 24, 2000, with respect to the consolidated financial statements of
Pathology Consultants of America, Inc. and subsidiaries (d/b/a "InformDX") as of
December 31, 1999 and for the two year period then ended included in the Annual
Report (Form 10-K/A) of AmeriPath, Inc. for the year ended December 31, 2000,
filed with the Securities and Exchange Commission.



                                             /s/ Ernst & Young LLP


Nashville, Tennessee
August 8, 2001

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