Laboratory Corp of America Holdings – ‘PRER14A’ on 4/13/01

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Revised Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Solicitation Material       33    151K 

Document Table of Contents

PRER14A
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SCHEDULE 14A
( RULE 14a-101 )

INFORMATION REQUIRED IN PROXY STATEMENT 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934

Filed by the Registrant  [x]                                                    
Filed by a Party other than the Registrant  [ ]                                 

Check the appropriate box:                                                      

[x]     Preliminary Proxy Statement                                             
[ ]     CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE      
14A-6(E)(2))                                                    
[ ]     Definitive Proxy Statement                                              
[ ]     Definitive Additional Materials                                         
[ ]     Soliciting Material Pursuant to Section 240.14a-11(c) or Section        
240.14a-12                                                      

LABORATORY CORPORATION OF AMERICA HOLDINGS
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[x]     No fee required                                                         
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     (1)  Title of each class of securities to which transaction
applies:                                    
  (2)  Aggregate number of securities to which transaction
applies:                                    
      (3)  Per unit price or other underlying value of transaction
              computed pursuant to Exchange Act Rule 0-11 (Set forth the
              amount on which the filing fee is calculated and state how
it was determined):                         
(4)  Proposed maximum aggregate value of transaction: 
(5)  Total fee paid:                                  
[ ]     Fee paid previously with preliminary materials.                         
[ ]     Check box if any part of the fee is offset as provided by Exchange Act  
          Rule 0-11(a)(2) and identify the filing for which the offsetting
  fee was paid previously. Identify the previous filing by
        registration statement number, or the Form or Schedule and the
date of its filing.                                   
(1)  Amount Previously Paid:                          
(2)  Form, Schedule or Registration Statement No.:    
(3)  Filing Party:                                    
(4)  Date Filed:                                      

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LOGO                                                                            
                                            Laboratory Corporation of America(R)
                Holdings
                             358 South Main Street
                            Burlington, NC 27215

                               Telephone: 336-229-1127

                                                                  April 26, 2001

Dear Stockholder:                                                               

You are cordially invited to attend the 2001 Annual Meeting of        
Stockholders of Laboratory Corporation of America Holdings. The meeting will be 
held at The Paramount Theater, 128 East Front Street, Burlington, NC 27215, on  
Thursday, May 24, 2001 at 9:00 a.m., Eastern Daylight time.                     

The attached notice of the Annual Meeting and Proxy Statement provide 
information concerning the matters to be considered at the meeting.             

  As set forth in the notice, one of the items of business to be addressed
at the Annual Meeting is to consider and act upon a proposal to amend the       
Company's Certificate of Incorporation (the "Certificate of Incorporation") to  
increase the number of authorized shares of the Company's Common Stock, par     
value $0.10, from 52 million to 265 million and thus increase the total number  
of authorized shares of capital stock from 82 million to 295 million.           

The Board of Directors unanimously recommends that the Company's      
stockholders approve each of the proposals set forth in the Notice. The         
enclosed Proxy Statement sets forth more detailed information regarding these   
proposals. Please carefully review the information in the Proxy Statement.      

Whether or not you plan to attend the meeting in person, your shares  
should be represented and voted at the meeting. Accordingly, after reading the  
enclosed proxy statement, kindly mark the proxy card to indicate your vote,     
date and sign the proxy card, and return it in the enclosed, postage-paid       
envelope as soon as conveniently possible. If you desire to vote in accordance  
with the Board of Directors' recommendations, you need not mark your votes on   
the proxy card, but you do need to sign, date, and return it in the enclosed    
postage-paid envelope in order to record your vote. Proxy voting via the        
Internet or telephone is now available to many stockholders. Using the Internet 
to vote results in substantial savings on return postage for the Company. Your  
enclosed proxy card will indicate whether these voting options are available to 
you and how to use them. If you later decide to attend the meeting and wish to  
vote your shares personally, you may revoke your proxy at any time before it is 
exercised.                                                                      

                  Sincerely,

                      LOGO/Signature
                           Thomas P. Mac Mahon
                                            Chairman of the Board, President and
                               Chief Executive Officer

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LOGO                                                                            

LABORATORY CORPORATION OF AMERICA HOLDINGS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Laboratory Corporation of America Holdings:    

    Notice is hereby given that the 2001 Annual Meeting (the "Annual Meeting")
of the stockholders of Laboratory Corporation of America Holdings (the          
"Company") will be held at The Paramount Theater, 128 East Front Street,        
Burlington, NC 27215, on Thursday, May 24, 2001 at 9:00 a.m., Eastern Daylight  
time, for the following purposes:                                               

         1. To elect all of the members of the Company's board of directors to
 serve until the Company's next annual meeting and until such directors'
successors are elected and shall have qualified;                      

2. To approve an amendment to the Company's Certificate of  
    Incorporation to increase the number of authorized shares of the Company's
Common Stock, par value $0.10, from 52,000,000 to 265,000,000 and thus
increase the total number of authorized shares of capital stock from  
82,000,000 to 295,000,000;                                            

   3. To approve an amendment to the Company's 1995 Stock Plan for
Non-Employee Directors to extend the term thereof to June 30, 2006;   

     4. To ratify the appointment of PricewaterhouseCoopers LLP as the
  Company's independent accountants for the year ending December 31, 2001;
and                                                                   

      5. To transact such other business as may properly come before the
Annual Meeting or at any adjournments thereof.                        

 A proxy statement describing the matters to be considered at the Annual
Meeting is attached to this notice. Only stockholders of record at the close of 
business on April 18, 2001 are entitled to notice of, and to vote at, the       
Annual Meeting and at any adjournments thereof.                                 

A copy of the Annual Report of the Company for the fiscal year ended  
December 31, 2000 has either preceded or accompanies this notice.               

                                    By Order of the Board of Directors

                LOGO/Signature
                   Bradford T. Smith
           Secretary

April 26, 2001                                                                  

PLEASE COMPLETE, SIGN, AND DATE THE ACCOMPANYING PROXY CARD, AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL ENSURE THAT YOUR SHARES ARE
VOTED IN ACCORDANCE WITH YOUR WISHES. 

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LABORATORY CORPORATION OF AMERICA HOLDINGS
358 SOUTH MAIN STREET 
BURLINGTON, NORTH CAROLINA 27215

----------- 
PROXY STATEMENT 
----------- 

This Proxy Statement is being furnished in connection with the        
solicitation by the Board of Directors of Laboratory Corporation of America     
Holdings, a Delaware corporation (the "Company"), of proxies to be voted at the 
2001 annual meeting of stockholders to be held at The Paramount Theater, 128    
East Front Street, Burlington, NC 27215, on Thursday, May 24, 2001 at 9:00      
a.m., Eastern Daylight time, and at any adjournments thereof (the "Annual       
Meeting"). The Notice of Annual Meeting, this Proxy Statement, and the          
accompanying proxy card are first being mailed to stockholders on or about      
April 27, 2001.                                                                 

At the Annual Meeting, the Company's stockholders will be asked (i) to
elect the following persons as directors of the Company to serve until the      
Company's next annual meeting and until such directors' successors are elected  
and shall have qualified: Thomas P. Mac Mahon, Jean-Luc Belingard, Wendy E.     
Lane, Robert E. Mittelstaedt, Jr., James B. Powell, M.D., David B. Skinner, M.D.
and Andrew G. Wallace, M.D., (ii) to approve an amendment to the Company's      
Certificate of Incorporation (the "Amendment") to increase the number of        
authorized shares of the Company's common stock, par value $0.10 (the "Common   
Stock"), from 52,000,000 to 265,000,000 and thus increase the total number of   
authorized shares of capital stock from 82,000,000 to 295,000,000; (iii) to     
approve an amendment to the Company's 1995 Stock Plan for Non-Employee Directors
to extend the term thereof to June 30, 2006 (the "Stock Plan Amendment); (iv) to
ratify the appointment of Pricewaterhouse Coopers LLP as the Company's          
independent accountants for the year ending December 31, 2001; and (v) to take  
such other action as may properly come before the Annual Meeting or any         
adjournments thereof.                                                           

GENERAL INFORMATION 

Solicitation and Voting of Proxies; Revocation; Record Date                     

    All proxies duly executed and received by the Company will be voted on all
matters presented at the Annual Meeting in accordance with the instructions     
given therein by the person executing such proxy or, in the absence of such     
instructions, will be voted in favor of the election to the Company's Board of  
Directors of the seven nominees for director identified in this Proxy           
Statement, the approval of the Amendment, the Stock Plan Amendment, and the     
ratification of the appointment of PricewaterhouseCoopers LLP as the Company's  
independent accountants for 2001. Any stockholder may revoke his/her proxy at   
any time prior to the Annual Meeting before it is voted by written notice to    
such effect delivered to the Company at 358 South Main Street, Burlington,      
North Carolina 27215, Attention: Bradford T. Smith, Secretary, by delivery      
prior to the Annual Meeting of a subsequently dated proxy or by attending the   
Annual Meeting and voting in person.                                            

Solicitation of proxies may be made by mail and may also be made by   
personal interview, telephone and facsimile transmission, and by directors,     
officers, and regular employees of the Company without special compensation     
therefor. The expenses of the preparation of proxy materials and the            
solicitation of proxies for the Annual Meeting will be paid by the Company. The 
Company expects to reimburse banks, brokers, and other persons for their        
reasonable, out-of-pocket expense in handling proxy materials for beneficial    
owners.                                                                         

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  Only holders of record of Common Stock at the close of business on April
18, 2001 (the "Record Date") will be entitled to notice of, and to vote at, the 
Annual Meeting. At the close of business on March 30, 2001, there were issued   
and outstanding 35,003,334 shares of Common Stock.                              

    A quorum for the Annual Meeting consists of a majority of the total number
of shares of Common Stock outstanding on the Record Date and entitled to vote,  
present in person or represented by proxy. Directors of the Company will be     
elected by a plurality vote of the shares of Common Stock represented at the    
Annual Meeting and entitled to vote. Abstentions and broker non-votes will not  
affect the outcome of the election. The affirmative vote of a majority of the   
shares of Common Stock is required for the approval of the Amendment. An        
abstention or broker non-vote on the proposal to approve the Amendment will     
have the same effect as a negative vote. The affirmative vote of a majority of  
shares of Common Stock represented at the Annual Meeting and entitled to vote   
is requested for approval of the Stock Plan Amendment and the ratification of   
the appointment of PricewaterhouseCoopers LLP as the Company's independent      
accountants for the year ending December 31, 2001. An abstention or broker      
non-vote will have no effect on the vote to approve and adopt the Stock Plan    
Amendment and to ratify the appointment of independent accountants. As of March 
30, 2001, the directors and executive officers of the Company beneficially      
owned an aggregate of 176,660 shares of Common Stock, representing              
approximately 0.5% of the total number of shares of Common Stock outstanding    
(after excluding Restricted Shares, which have no voting rights until           
fully-vested) on the Record Date and entitled to vote.                          

 The Board of Directors of the Company recommends that stockholders vote
"FOR" the election of each of the nominees for director of the Company (as      
specified below), the approval of the Amendment, the Stock Plan Amendment, and  
the ratification of the appointment of PricewaterhouseCoopers LLP as the        
Company's independent accountants for 2001.                                     

Beneficial Ownership                                                            

As of October 30, 2000 Roche Holdings, Inc., an affiliate of Roche    
Holdings Ltd ("Roche"), owned 11,352,537 shares of Common Stock, representing   
approximately 32.4% of the number of shares of Common Stock outstanding as of   
March 30, 2001.                                                                 

 In 1995, the Company and affiliates of Roche entered into a stockholder
agreement dated as of April 28, 1995 (the "Stockholder Agreement"). The         
Stockholder Agreement contains certain provisions relating to (i) the           
governance of the Company, including, but not limited to, the composition of    
the Board of Directors, (ii) the issuance, sale, and transfer of the Company's  
Equity Securities (as defined in the Stockholder Agreement) by the Company and  
Roche, and (iii) registration rights granted by the Company to Roche with       
respect to the Company's Equity Securities. A copy of the Stockholder Agreement 
was included as an exhibit to the Company's report on Form 8-K filed with the   
Commission on May 12, 1995. The Stockholder Agreement is further described      
below under "Certain Relationships and Related Transactions - Beneficial        
Ownership by Roche."                                                            

   Roche has informed the Company that it will vote for the election of each
of the nominees to the Board of Directors identified herein, for approval of    
the Amendment and the Stock Plan Amendment, and for ratification of the         
appointment of PricewaterhouseCoopers LLP as the Company's independent          
accountants for 2001.                                                           

ITEM ONE: ELECTION OF DIRECTORS 

 All of the Company's directors will be elected at the Annual Meeting to
serve until the next succeeding annual meeting of the Company and until their   
successors are elected and shall have been qualified. All of the nominees       
listed below are currently serving as members of the Board of Directors. Except 
as herein stated, the proxies solicited hereby will be voted FOR the election   
of such nominees unless the completed proxy card directs otherwise.             

The governance provisions of the Stockholder Agreement provide, among 
other things, that the Board of Directors of the Company will (subject to       
specified exceptions) be comprised of seven members, consisting of three        
designees of Roche (the "Roche Directors") and four Independent Directors (as   
defined therein) nominated by the                                               

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Nominating Committee of the Board of Directors. The persons nominated to serve  
as Roche Directors are Mr. Mac Mahon, Dr. Powell and Mr. Belingard. The persons 
nominated to serve as Independent Directors are Ms. Lane, Mr. Mittelstaedt, Dr. 
Skinner, and Dr. Wallace.                                                       

The Stockholder Agreement provides that, among other things, certain  
actions by the Company will require approval by a majority of the entire Board  
of Directors of the Company, which majority must include at least a majority of 
the Roche Directors and at least one Independent Director (a "Special Majority  
Vote"). Included in these items is any change in the size or composition of the 
Board of Directors or any committee thereof and the establishment of a new      
committee of the Board of Directors.                                            

  The Board of Directors has been informed that all of the nominees listed
below are willing to serve as directors, but if any of them should decline or   
be unable to act as a director, the individuals named in the proxies may vote   
for a substitute designated by the Board of Directors. The Company has no       
reason to believe that any nominee will be unable or unwilling to serve.        

Nominees For Election As Directors                                              

    The name, age as of April 26, 2001, principal occupation for the last five
years, selected biographical information, and period of service as a director   
of the Company of each nominee are set forth below:                             

Thomas P. Mac Mahon (54) has served as Chairman of the Board and a    
Director since April 28, 1996. Prior to such date and since April 28, 1995, the 
date of the merger of Roche Biomedical Laboratories ("RBL") and the Company (the
"Merger"), he served as the Vice Chairman and a Director. Mr. Mac Mahon has been
President and Chief Executive Officer and a member of the Executive and         
Management Committees of the Company since January 1997. Mr. Mac Mahon was      
Senior Vice President of Hoffmann-La Roche Inc. ("Hoffmann-La Roche") from 1993 
to January 1997 and President of Roche Diagnostics Group and a Director and     
member of the Executive Committee of Hoffmann-La Roche from 1988 to January     
1997. Mr. Mac Mahon was also a Director of HLR Holdings Inc. until December     
1996. As Senior Vice President of Hoffmann-La Roche and President of Roche      
Diagnostics Group, Mr. Mac Mahon was responsible for the management of all      
United States operations of the diagnostic business of Hoffmann-La Roche. Mr.   
MacMahon is a Director of Express Scripts, Inc. and was formerly a Director     
of Tripath Imaging, Inc.                                                        

   Jean-Luc Belingard (52) has served as a Director of the Company since the
Merger, April 28, 1995. Mr. Belingard has served as Chief Executive Officer of  
bioMerieux-Pierre Fabre, a diversified French health care holding company,      
since January 1999. His current responsibilities include the management of the  
worldwide pharmaceutical, cosmetic and communication business of                
bioMerieux-Pierre Fabre. Prior to this position, Mr. Belingard was Director     
General of the Diagnostics Division and member of the Executive Committee of F. 
Hoffmann-La Roche Ltd ("F. Hoffmann-La Roche"), Basel, Switzerland, a           
subsidiary of Roche. He joined F. Hoffmann-La Roche in 1982, and held various   
positions prior to joining bioMerieux-Pierre Fabre.  Mr. Belingard is also a    
Director of Applera Corporation, Norwalk, Connecticut, a Director of ExonHit,   
a member of the Advisory Board of Chugai, Japan, and a Foreign Trade Advisor to 
the French Government.                                                          

    Wendy E. Lane (49) has been a Director of the Company since November 1996.
Ms. Lane has been Chairman of Lane Holdings, Inc., an investment firm, since    
1992. Prior to forming Lane Holdings, Inc., Ms. Lane was a Principal and        
Managing Director of Donaldson, Lufkin & Jenrette, an investment banking firm,  
serving in these and other positions from 1980 to 1992. Ms. Lane serves as a    
director of Tyco International, Ltd.                                            

   Robert E. Mittelstaedt, Jr. (57) has been a Director of the Company since
November 1996. Mr. Mittlestaedt is Vice Dean, Executive Education of The        
Wharton School of the University of Pennsylvania, Adjunct Associate Professor   
of Management, and Director of the Aresty Institute of Executive Education. Mr. 
Mittelstaedt has served with the Wharton school since 1973, with the exception  
of the period from 1985 to 1989 when he founded, served as President and Chief  
Executive Officer, and sold Intellego, Inc., a company engaged in practice      
management, systems development, and service bureau billing operations in the   
medical industry. Mr. Mittelstaedt also serves as a Director of Innovative      
Solutions & Support, Inc., A.G. Simpson Automotive, Inc., and HIP Foundation,   
Inc.                                                                            

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  James B. Powell, M.D. (62) has served as a Director of the Company since
the Merger, April 28, 1995. From the Merger to January 1997, Dr. Powell served  
as President and Chief Executive Officer of the Company. Previously, Dr. Powell 
was President of RBL from 1982 until the Merger. Dr. Powell was President and   
Chief Executive Officer of TriPath Imaging, Inc. a developer of analytical      
systems for cytology and pathology, from January 1997 to June 2000. He is a     
medical doctor and became certified in anatomic and clinical pathology in 1969. 
Dr. Powell serves as a Director of U.S. Trust Co. of N.C., Mid-Carolina Bank,   
New Century Finance, and Pathology Partners.                                    

   David B. Skinner, M.D. (65) has served as a Director of the Company since
the Merger, April 28, 1995. Dr. Skinner is President Emeritus of the New York - 
Presbyterian Hospital and the New York - Presbyterian Healthcare System, and    
was President and Chief Executive Officer of New York Hospital and Professor of 
Surgery at Cornell Medical School from 1987 to 2000, and Vice Chairman of New   
York Hospital from 1997 to 2000. He was the Chairman of the Department of       
Surgery and Professor of Surgery at the University of Chicago Hospitals and     
Clinics from 1972 to 1987.                                                      

    Andrew G. Wallace, M.D. (66) has served as a Director of the Company since
the Merger, April 28, 1995. Dr. Wallace has served as both the Dean of          
Dartmouth Medical School and Vice President for Health Affairs at Dartmouth     
College from 1990 to 1998. He was the Vice Chancellor for Health Affairs at     
Duke University and the Chief Executive Officer of Duke Hospital from 1981 to   
1990. Dr. Wallace also serves as a Director for Welch Allyn, Inc. and Dorothy   
Rider Poole Trust.                                                              

 The Board of Directors of the Company recommends that stockholders vote
"FOR" the election of each of the nominees for director listed above.           

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Board of Directors and its Committees                                           

The Board of Directors has an Audit Committee, an Employee Benefits   
Committee, an Ethics and Quality Assurance Committee, and a Nominating          
Committee.                                                                      

The Audit Committee, currently consisting of Dr. Skinner, Mr.         
Mittelstaedt, and Ms. Lane, makes recommendations, among other things, to the   
Board regarding the engagement of the Company's independent accountants,        
reviews the plan, scope and results of the audit, reviews with the accountants  
and management the Company's policies and procedures with respect to internal   
accounting and financial controls, and reviews changes in accounting policy and 
the scope of the non-audit services which may be performed by the Company's     
independent accountants. Pursuant to the Stockholder Agreement, the Audit       
Committee is comprised entirely of Independent Directors.                       

 The Ethics and Quality Assurance Committee, currently consisting of Mr.
Mac Mahon, Dr. Powell, Dr. Skinner, and Dr. Wallace, is responsible for         
ensuring that the Company adopts and implements procedures that require the     
Company's employees to act in accordance with high ethical standards and to     
deliver high quality services.                                                  

 The Employee Benefits Committee, currently consisting of Mr. Belingard,
Ms. Lane, and Dr. Mittelstaedt, makes recommendations to the Board regarding    
compensation and benefit policies and practices and incentive arrangements for  
the Executive Officers and key managerial employees of the Company. The         
Employee Benefits Committee also considers and grants awards under the          
Company's incentive plans, subject to a Special Majority Vote of the Board as   
described above. Pursuant to the Stockholder Agreement, the Employee Benefits   
Committee is comprised of a majority of Independent Directors.                  

    The Nominating Committee, currently consisting of Ms. Lane, Mr. Mac Mahon,
and Dr. Wallace, is responsible for recommending the nomination of directors.   
Pursuant to the Stockholder Agreement, the Nominating Committee is comprised of 
one Roche Director and two Independent Directors and acts by a majority vote of 
the entire committee.                                                           

    The Nominating Committee will consider suggestions for Board nominees made
by stockholders. A stockholder may recommend a person for nomination to the     
Board at the 2002 annual meeting of stockholders by giving notice thereof and   
providing certain information set forth in the Company's By-Laws, in writing,   
to the Secretary of the Company at 358 S. Main Street, Burlington, NC 27215.    
Such nominations must be received no later than December 28, 2001.              

During 2000, the Board of Directors held eleven meetings, each in     
accordance with the Company's By-Laws and applicable Delaware corporation law.  
The Employee Benefits Committee held two meetings; the Audit Committee held     
five meetings and acted once by unanimous written consent; and the Ethics and   
Quality Assurance Committee held one meeting in 2000. The Nominating Committee  
held no meetings in 2000, but did act once by unanimous written consent. During 
2000, none of the directors attended fewer than 82% of the total meetings of    
the Board of Directors and the committees of which he or she was a member with  
the exception of Mr. Belingard who attended seven of eleven meetings of the     
Board of Directors and 100% of the committee meetings of which he was a member. 

Compensation of Directors                                                       

Directors who are currently not receiving compensation as officers or 
employees of the Company are paid an annual retainer of $30,000, payable in     
monthly installments, and a fee of $1,000 for each meeting of the Board of      
Directors or of any Committee thereof that they attend, and receive             
reimbursement of expenses they incur for attending any meeting. Pursuant to the 
Non-Employee Directors Stock Plan (the "Plan") approved by the stockholders of  
the Company, 50% of such annual retainer shall be payable in cash and 50% shall 
be payable in Common Stock of the Company. In 2000, Messrs. Mittelstaedt and    
Belingard, Drs. Skinner, Powell and Wallace, and Ms. Lane each earned 247       
shares of Common Stock under the Plan. Non-employee directors will              
automatically                                                                   

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be granted annual option awards with respect to shares having a                 
Fair Market Value equal to $65,000 at the time of grant.                        

EXECUTIVE OFFICERS

The following table sets forth as of the date hereof the Executive    
Officers of the Company.                                                        

        Name              Age               Office
        Thomas P. Mac Mahon ..........   54  Chairman of the Board, President,
                                       and Chief Executive Officer

      Wesley R. Elingburg...........   44  Executive Vice President, Chief
                                            Financial Officer, and Treasurer

      Myla P. Lai-Goldman, M.D. ...    43  Executive Vice President, Chief
                                           Scientific Officer, and Medical
                    Director

         Richard L. Novak .............   60  Executive Vice President and Chief
                             Operating Officer

         Bradford T. Smith ............   47  Executive Vice President of Public
                                          Affairs, Human Resources, Law,
                                         and Compliance, and Secretary

        Stevan R. Stark...............   53  Executive Vice President of Sales
                         and Marketing

Thomas P. Mac Mahon has served as Chairman of the Board and a Director
since April 28, 1996. Prior to such date and since the Merger on April 28,      
1995, he served as Vice Chairman and a Director. Mr. Mac Mahon has been         
President and Chief Executive Officer and a member of the Executive and         
Management Committees of the Company since January 1997. Mr. Mac Mahon was      
Senior Vice President of Hoffmann-La Roche from 1993 to January 1997 and        
President of Roche Diagnostics Group and a Director and member of the Executive 
Committee of Hoffmann-La Roche from 1988 to December 1996. Mr. Mac Mahon was    
also a Director of HLR Holdings, Inc. until December 1996. As Senior Vice       
President of Hoffmann-La Roche and President of Roche Diagnostics Group, Mr.    
Mac Mahon was responsible for the management of all United States operations of 
the diagnostic business of Hoffmann-La Roche. Mr. Mac Mahon is a Director of    
Express Scripts, Inc. and was formerly a Director on the Board of TriPath       
Imaging, Inc.                                                                   

Wesley R. Elingburg has served as Executive Vice President, Chief     
Financial Officer, and Treasurer since October 1996. Mr. Elingburg is a member  
of the Executive and Management Committees of the Company. Prior to October     
1996, and since April 28, 1995, the Merger, Mr. Elingburg was Senior Vice       
President--Finance. Mr. Elingburg is responsible for the day to day supervision 
of the finance function of the Company, including treasury functions.           
Previously, Mr. Elingburg served as Senior Vice President--Finance and          
Treasurer of RBL from 1988 through April 1995 and Assistant Vice President of   
Hoffmann-La Roche from 1989 until the Merger.                                   

 Myla P. Lai-Goldman, M.D. was appointed Executive Vice President, Chief
Scientific Officer, and Medical Director in April 1998. Dr. Lai-Goldman manages 
the Center for Molecular Biology and Pathology at the Company's Research        
Triangle Park, N.C. facility and National Genetics Institute, Inc. in Los       
Angeles, CA. Dr. Lai-Goldman is Board Certified in Anatomic and Clinical        
Pathology and serves as a member of the Executive and Management Committees of  
the Company. Dr. Lai-Goldman, who holds a medical degree from Columbia          
University, was named Senior Vice President of the Company in 1997 and has held 
the position of Medical Director for the Center for Molecular Biology and       
Pathology since 1991 (with RBL and subsequently the Company). Dr. Lai-Goldman   
joined RBL in 1990.                                                             

Richard L. Novak has served as Executive Vice President and Chief     
Operating Officer of the Company since January 1999. Prior to this date and     
since his hire in March 1997, Mr. Novak served as Executive Vice President      
and oversaw the Company's Eastern Operations which included the Mid-Atlantic,   
Northeast, South, Florida, and South Atlantic Divisions. Mr. Novak is a member  
of the Executive and Management Committees of the Company.                      

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Prior to joining the Company, Mr. Novak was employed by SmithKline Beecham      
Clinical Laboratories serving in a variety of senior management positions       
including Senior Vice President, U.S. Operations and most recently President,   
International.                                                                  

    Bradford T. Smith has served as Executive Vice President, General Counsel,
and Secretary since the Merger. He was appointed Compliance Officer in August   
1996. Mr. Smith also oversees the Company's Public Affairs, Human Resources and 
Law operations. Mr. Smith is a member of the Executive and Management           
Committees of the Company. Previously, Mr. Smith served as Assistant General    
Counsel of Hoffmann-La Roche, Division Counsel of RBL and Assistant Secretary   
and member of RBL's Senior Management Committee from 1988 until April 1995. Mr. 
Smith served as Assistant Secretary of Hoffmann-La Roche from 1989 until the    
Merger and as an Assistant Vice President of Hoffmann-La Roche during 1992 and  
1993. He has served as a Director of Gensys Software, Inc. since August 2000.   

   Stevan R. Stark has served as Executive Vice President since October 1996
and was Senior Vice President, New York Division, Cranford Division, and        
Alliance/Hospital Division since the Merger in April 1995. Mr. Stark oversees   
the Company's sales and marketing operations including business alliances,      
managed care, and new business development. Mr. Stark is a member of the        
Executive and Management Committees of the Company. Previously, Mr. Stark was a 
Vice President and Division Manager from 1991 to 1995 and a Division Manager    
from 1986 to 1991. Mr. Stark served as a Director for Universal Standard        
Healthcare; the directorship ended on March 30, 1999.                           

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EXECUTIVE COMPENSATION AND BENEFIT PLANS

Executive Compensation                                                          

 The compensation paid by the Company during the year ended December 31,
2000 to certain Executive Officers is set forth below. The Executive Officers   
named are the Chief Executive Officer during the year and the four other most   
highly compensated Executive Officers serving at year end.                      

                                                        [Enlarge/Download Table]
                  Summary Compensation Table                                                    

                                                                               Long-Term        
                                                                             Compensation       
    Name and Principal Position               Annual Compensation(4)            Awards          
    ---------------------------               ----------------------            ------          
                                                                                      Securities
                                                                        Restricted    Underlying
                                                                           Stock       Options/ 
                                     Year   Salary(1)($)  Bonus(2)($)  Awards(3)($)    SARs(#)  
                                     ----   ------------  -----------  ------------    -------  
                                                                                                
Thomas P. Mac Mahon ..............   2000    $ 741,667     $ 726,311   $ 3,462,344      90,600  
   President and Chief Executive     1999    $ 683,333     $ 496,832   $ 1,100,000        --    
   Officer                           1998    $ 600,000     $ 382,328        --         100,000  

Richard L. Novak..................   2000    $ 391,667     $ 427,200   $ 1,695,219      34,600  
   Executive Vice President and      1999    $ 350,000     $ 196,504   $   371,250        --    
   Chief Operating Officer           1998    $ 268,750     $ 162,382        --          30,000  

Wesley R. Elingburg...............   2000    $ 313,333     $ 254,400   $   758,300      19,800  
   Executive Vice President, Chief   1999    $ 274,167     $ 152,537   $   371,250        --    
   Financial Officer, and            1998    $ 240,000     $ 111,399        --          23,200  
Treasurer                                                                                       

Bradford T. Smith.................   2000    $ 313,333     $ 245,400   $   758,300      19,800  
   Executive Vice President,         1999    $ 274,167     $ 149,309   $   371,250        --    
   General Counsel, Corporate        1998    $ 240,000     $ 131,507        --          23,200  
   Compliance Officer, and                                                                      
   Secretary                                                                                    

Myla P. Lai-Goldman...............   2000    $ 256,667     $ 209,381   $   388,625      14,100  
   Executive Vice President--        1999    $ 233,333     $ 116,635   $   371,250        --    
   Chief Scientific Officer          1998    $ 183,750     $ 60,935         --          20,000  


----------                                                                      
(1)  Includes salary paid or accrued for each indicated year.                   
(2)  Includes bonus accrued or paid for each indicated year and other payments, 
excluding severance, made pursuant to employment agreements.          
(3)  Represents the value of restricted stock awarded during the year indicated 
    under the Company's 2000 Stock Incentive Plan and the Amended and Restated
1999 Incentive Plan. All outstanding restricted stock awards have a   
    six-year vesting period, with accelerated vesting of outstanding shares in
   percentages of 33.3%, 66.7%, or 100%, if certain predefined profitability
targets are achieved as of December 31, 2001 and 2002. Aggregate      
  outstanding restricted stock unit awards and their value at December 31,
2000 were: for Mr. Mac Mahon, 87,600 shares valued at $15,417,600; Mr.
Novak, 33,500 shares valued at $5,896,000; Mr. Elingburg, 24,500      
shares valued at $4,312,000; Mr. Smith, 24,500 shares valued at       
 $4,312,000; and Dr. Lai-Goldman, 19,900 shares valued at $3,502,400. No
dividends are paid on restricted stock awards during the restriction  
period.                                                               
(4)  No officer was paid other annual compensation in excess of the lesser of   
either $50,000 or 10% of the total of annual salary and bonus reported
above.                                                                

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Restricted Stock Transactions in 2000                                           

During 2000, the following restricted stock grants were made under the
2000 Stock Incentive Plan for the current Executive Officers named in the       
Summary Compensation Table:                                                     

                                                        [Enlarge/Download Table]
               Restricted Stock Awards in 2000                                         

                               Number of     Performance    Price on Date    Price on  
                                 Shares     Period Until      of Grant       12/31/00  
            Name               Granted(1)  Maturation (1)      ($/Sh)         ($/Sh)   
            ----               ----------  ---------------     -------     ------------
                                                                                       
Thomas P. Mac Mahon..........     24,100       6 years       $  40.0000     $176.0000  
                                  23,500       6 years       $ 106.3125     $176.0000  
Richard L. Novak.............      6,500       6 years       $  40.0000     $176.0000  
                                  13,500       6 years       $ 106.3125     $176.0000  
Wesley R. Elingburg..........      6,200       6 years       $  40.0000     $176.0000  
                                   4,800       6 years       $ 106.3125     $176.0000  
Bradford T. Smith............      6,200       6 years       $  40.0000     $176.0000  
                                   4,800       6 years       $ 106.3125     $176.0000  
Myla P. Lai-Goldman..........      4,400       6 years       $  40.0000     $176.0000  
                                   2,000       6 years       $ 106.3125     $176.0000  

(1)  Restrictions limit the sale or transfer of these shares during a six-year  
  period whereby the restrictions lapse. The plan provides for accelerated
   vesting of outstanding shares in precentages of 33.3%, 66.7%, or 100%, if
  certain predefined profitability targets are achieved as of December 31,
2002.                                                                 

Stock Option Transactions in 2000                                               

    During 2000, the following grants were made under the 2000 Stock Incentive
Plan for the Executive Officers named in the Summary Compensation Table:        

                                                        [Enlarge/Download Table]
                           Option/SAR Grants in 2000                                                 

                                                Percentage                                           
                                Number of         of Total                                           
                                Securities      Options/SARs                                Grant    
                                Underlying       Granted to    Exercise or                  Date     
                               Options/SARs      Employees      Base Price  Expiration     Present   
           Name                Granted (1)        in 2000         ($/Sh)       Date     Value ($) (2)
           ----              ---------------    -------------  -----------  ----------  -------------

                                                                                                     
Thomas P. Mac Mahon ............ 56,600             14%         $  41.2500    2/09/10    $ 1,421,585 
                                 34,000              8%         $ 106.8125    8/16/10    $ 2,212,575 
Richard L. Novak................ 15,000              4%         $  41.2500    2/09/10    $   376,746 
                                 19,600              5%         $ 106.8125    8/16/10    $ 1,275,483 
Wesley R. Elingburg............. 12,900              3%         $  41.2500    2/09/10    $   324,001 
                                  6,900              2%         $ 106.8125    8/16/10    $   449,023 
Bradford T. Smith............... 12,900              3%         $  41.2500    2/09/10    $   324,001 
                                  6,900              2%         $ 106.8125    8/16/10    $   449,023 

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                                                                [Download Table]
                                                                            
Myla P. Lai-Goldman............. 11,100  3%  $  41.2500  2/09/10  $  278,792
                                  3,000  1%  $ 106.8125  8/16/10  $  195,228

(1)  For each grant of non-qualified options made in 2000, the exercise price   
    is equivalent to the fair market price per share on the date of the grant.
   The options vested with respect to one third of the shares covered hereby
   on the date of grant and an additional one third will vest on each of the
first and second anniversaries of such date, subject to their earlier 
termination.                                                          

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(2)  Valuation based upon the Black-Scholes option pricing model with the       
   following assumptions: expected dividend yield 0.0%, volatility of 0.548,
risk-free interest rate of 5.04%, and an expected life of seven years.

    The following chart shows, for 2000, the number of stock options exercised
and the 2000 year-end value of the options held by the current Executive        
Officers named in the Summary Compensation Table:                               

                                                        [Enlarge/Download Table]
                    Aggregated Option/SAR Exercises in 2000                                                     
                      and Year-End 2000 Option/SAR Values                                                       

                                                                  Number of                    Value of         
                                                                  Securities                 Unexercised        
                                                                  Underlying                 In-the-Money       
                                  Shares                         Options/SARs                Options/SARs       
                                 Acquired                        at Year-End              at Year-End ($)(1)    
                                    on          Value            -----------              ------------------    
              Name             Exercise(#)   Realized($)  Exercisable Unexercisable  Exercisable   Unexercisable
              ----             -----------   -----------  -------------------------  -----------   -------------
                                                                                                                
Thomas P. Mac Mahon..........   115,000     $ 10,664,625       1,666       123,934     $ 260,937    $ 15,200,163

Richard L. Novak.............    41,000     $  4,240,125           0        44,600     $       0    $  4,943,575

Wesley R. Elingburg..........    36,466     $  3,011,277       2,500        27,534     $ 115,000    $  3,427,007

Bradford T. Smith............    35,000     $  3,118,409       4,466        27,534     $ 350,204    $  3,427,007

Myla P. Lai-Goldman..........    16,666     $  1,435,361       2,417        20,767     $ 283,091    $  2,747,506

(1)  Calculated using the actual December 31, 2000 closing price per common     
share on the NYSE Composite Tape of $176.0000.                        

Retirement Benefits and Savings Plan                                            

 The following tables set forth the estimated annual retirement benefits
payable at age 65 to persons retiring with the indicated average direct         
compensation and years of credited service, on a straight life annuity basis    
after Social Security offset, under the Company's Employees' Retirement Plan,   
as supplemented by the Company's Pension Equalization Plan.                     

                                                        [Enlarge/Download Table]
                    Pension Plan Table(1)                                             
Wesley R. Elingburg, Myla P. Lai-Goldman and Bradford T. Smith                        

            Five-year                                                                 
             average                10         15         20         25         30    
         Compensation(2)          Years(3)  Years(3)    Years(3)   Years(3)   Years(3)
         ---------------          --------  ---------   ---------  ---------  --------
                                                                                      
             $50,000              $ 7,339    $10,749    $ 14,159   $ 17,569    $17,569
             100,000               17,080     25,360      33,641     41,921     41,921
             150,000               27,080     40,360      53,641     66,921     66,921
             200,000               37,080     55,360      73,641     91,921     91,921
             250,000               47,080     70,360      93,641    116,921    116,921
             300,000               57,080     85,360     113,641    141,921    141,921
             328,206               62,721     93,822     124,923    156,024    156,024

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                                                                [Download Table]
           Pension Plan Table(4)                                               
  Thomas P. Mac Mahon and Richard L. Novak                                     

   Five-year                                                                   
    average                10         15         20          25          30    
Compensation(2)          Years(3)  Years(3)    Years(3)    Years(3)    Years(3)
---------------          --------  ---------   ---------   ---------   --------
                                                                               
    $50,000              $ 6,498    $ 9,747    $ 12,996    $ 16,245    $ 19,494
    100,000               15,625     23,437      31,249      39,062      46,874
    150,000               24,985     37,477      49,969      62,462      74,954
    200,000               34,345     51,517      68,689      85,862     103,034
    250,000               43,705     65,557      87,409     109,262     131,114
    300,000               53,065     79,597     106,129     132,662     159,194
    328,206               58,345     87,517     116,690     145,862     175,035

(1) The Retirement Plan, as supplemented by the Pension Equalization Plan, is a 
defined benefit pension plan designed, in conjunction with the Company's
Pension Equalization Plan, to provide an employee having 25 years of    
   credited service with an annuity equal to 50% of final average compensation
 less 50% of estimated individual Social Security benefits. The benefit is
then converted from a life annuity to an actuarially equivalent life    
 annuity with a ten year guarantee. In addition, following retirement from
   active service, an additional benefit is paid from the Pension Equalization
Plan designed to provide for a portion of their postretirement medical  
   benefit. For 2000, this additional benefit amounted to $519 per year, based
on a retiree over age 61, with a dependent under the age of 61.         
(2) Highest consecutive five-year average base compensation during final ten    
 years. Compensation considered for this five year average is reflected in
the Summary Compensation Table under the heading "salary." Under the    
Equalization Plan, a maximum of $300,000 final average compensation is  
 considered for benefit calculation indexed beginning in 1997 based on the
   percentage change in the unrounded compensation limit under IRC Section 401
(a)(17) of the Code. For 2000, this limit is $328,206. No bonuses are   
considered.                                                             
(3) Under the plans, the normal form of benefit for an unmarried participant is 
a life annuity with a guaranteed minimum payment for ten years. For a   
 married participant, the normal form is a 50% joint and survivor annuity,
which is actuarially equivalent to the normal form for an unmarried     
participant. The above tables are determined with regard to a life only 
 form of payment; thus, payment using a ten year guarantee would produce a
lower annual benefit.                                                   
(4) The Retirement Plan, as supplemented by the Pension Equalization Plan, is a 
defined benefit pension plan designed, in conjunction with the Company's
Pension Equalization Plan, to provide an employee having 30 years of    
   credited service with an annuity equal to 52% of final average compensation
less 50% of estimated individual Social Security benefits.              

 Credited service is defined generally as all periods of employment with
the Company, a participating subsidiary or with Revlon prior to 1992, or RBL or 
an affiliate, after attainment of age 21 and completion of one year of service  
(age 25 and completion of one year of service if hired before January 1, 1985). 
Final average compensation is defined as average annual base salary during the  
five consecutive years in which base salary was highest out of the last ten     
years prior to normal retirement age or earlier termination. The Employee       
Retirement Income Security Act of 1974, as amended, places certain maximum      
limitations upon the annual benefit payable under all qualified plans of an     
employer to any one individual. The limitation solely with respect to defined   
benefit pension plans was $135,000 for 2000 and will be subject to cost of      
living adjustments for future years. In addition, the Tax Reform Act of 1986    
limits the amount of compensation that can be considered in determining the     
level of benefits under qualified plans. The applicable limit for 2000 was      
$170,000. The Company believes that, with respect to certain employees, annual  
retirement benefits computed in accordance with the Retirement Plan's benefit   
formula may be greater than those which would be provided with regard to such   
qualified plan limitation. The Company's non-qualified, unfunded, Equalization  
Plan is designed to provide for the payment of the difference, if any, between  
the amount of such maximum limitation and the annual benefit that would be      
payable under the Retirement Plans but for such limitation, subject to the      
allowed maximum compensation limit under the Equalization Plan.                 

 As of December 31, 2000, credited years of service under the retirement
plans for the following individuals are for Mr. Mac Mahon--3.0 years, Mr.       
Elingburg--19.4 years, Dr. Lai-Goldman--10.4 years, Mr. Smith--17.9 years, Mr.  
Stark--16 years, and Mr. Novak--2.5 years.                                      

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Compensation Plans and Arrangements                                             

On April 17, 1996, the Board of Directors approved the Master Senior  
Executive Severance Plan (the "Severance Plan") which provides severance to     
certain key employees. The Severance Plan provides for severance payments of    
two times annual salary and targeted bonus then in effect for the President and 
Chief Executive Officer and the Executive Vice Presidents of the Company and    
severance payments of one times annual salary and targeted bonus then in effect 
for Senior Vice Presidents upon the occurrence of a qualifying termination.     
Qualifying termination is generally defined as involuntary termination without  
cause or voluntary termination with Good Reason, as defined. Good reason ("Good 
Reason") is defined as a reduction in base salary or targeted bonus as a        
percentage of salary, relocation to an office location more than seventy-five   
(75) miles from the employee's current office without consent of the employee,  
or a material reduction in job responsibilities or transfer to another job      
without the consent of the employee. Good Reason shall not include a reduction  
in base salary or targeted bonus where such reduction is pursuant to a          
Company-wide reduction of base salaries and/or targeted bonuses. In addition,   
the Severance Plan may not be amended or terminated within thirty-six (36)      
months of a change in control, as defined. A copy of the Severance Plan was     
included as an exhibit to the report on Form 8-K of the Company filed with the  
Commission on October 24, 1996.                                                 

Employee Benefits Committee Report on Executive Compensation                    

The Employee Benefits Committee of the Board of Directors (for the    
purposes of this section, the "Committee") makes recommendations to the Board   
of Directors regarding compensation and benefit policies and practices and      
incentive arrangements for Executive Officers and key managerial employees of   
the Company. The Committee also considers and grants awards under the Company's 
incentive plans, subject to a Special Majority Vote of the Board as described   
above under "Item 1: Election of Directors."                                    

   The Committee is comprised of a majority of Independent Directors. During
2000, the Committee met twice to review and evaluate executive compensation and 
benefit programs, including information provided to the Company by independent  
compensation and benefit consultants.                                           

Executive Officer Compensation Policies. The Committee's executive    
compensation policies are designed to (a) attract and retain the best           
individuals critical to the success of the Company, (b) motivate and reward     
such individuals based on corporate business unit and individual performance,   
and (c) align executives' and stockholders' interests through equity-based      
incentives.                                                                     

    Compensation for executives is based on the following principles: variable
compensation should comprise a significant part of an executive's compensation, 
with the percentage at-risk increasing at increased levels of responsibility;   
employee stock ownership aligns the interest of employees and stockholders;     
compensation must be competitive with that offered by companies that compete    
with the Company for executive talent; and differences in executive             
compensation within the Company should reflect differing levels of              
responsibility and/or performance.                                              

In addition, the Committee adopted policies in 1995 relating to the   
integration of the compensation programs of the two companies in the Merger,    
which it continues to implement. The Committee determined that salaries would   
not be reduced as a result of the Merger. The Committee also decided that       
rather than renewing existing employment contracts, it would continue RBL's     
policy of motivating and retaining key employees with awards of incentive       
compensation and the adoption of a severance program (see "Compensation Plans   
and Arrangements" above for a description of the severance program). Moreover,  
consummation of the Merger and achievement of planned Merger synergies were     
designated as and continue to be important bases for incentive awards.          

  A key determinant of overall levels of compensation is the pay practices
of ten public companies in the medical supply and medical service industry with 
revenue comparable to the Company's (the "peer group"). The peer group was      
chosen by the Company's independent compensation and benefit consultants and    
includes some, but not all, of the members of the peer group used for stock     
price comparisons (see "--Common Stock Performance" below).                     

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There are three components to the Company's executive compensation    
program: base salary, annual incentive compensation, and long-term incentive    
compensation. The more senior the position, the greater the portion of          
compensation that varies with performance.                                      

   Base salaries are set by the Committee and are designed to be competitive
with the peer group companies described above. Generally, the Committee targets 
salary levels in the second and third quartile of the peer group, adjusted to   
reflect the individual's job experience and responsibility. Changes in base     
salaries are based on the peer group's practices, the Company's performance,    
the individual's performance, and increases in cost of living indexes. The      
corporate performance measures used in determining adjustments to Executive     
Officers' base salaries are the same performance measures used to determine     
annual and long-term incentive compensation discussed below. Base salaries are  
reviewed and adjusted annually.                                                 

Under the Company's annual Bonus Incentive Plan, adopted by the       
stockholders in 1995, annual incentive compensation is paid in the form of a    
cash bonus and is generally based on the attainment of specified corporate      
performance measures, which are established by the Committee at the beginning of
the year. The measures used are EBITDA, total accessions, operating expenses and
certain other specific measures. A total of $1,862,692 million in benefits were 
paid to certain Executive Officers in 2000 (see "Summary Compensation Table" for
amounts paid to certain Executive Officers under the plan ).                    

Long-term incentive compensation is paid in part in the form of stock 
options granted under the Company's Stock Option Plans. The Committee believes  
that grants of stock options align stockholder value and Executive Officer      
interests. Stock options are granted in amounts that are directly related to    
the level of responsibility of the grantees as compared with their peer group   
counterparts. The number of options granted is established after determining    
the projected value of such options as derived from the Black-Scholes option    
pricing model. The size of previous grants and the number of shares held by an  
executive are not considered in determining annual award levels.                

    As provided in the Company's Stock Option Plans, stock options are granted
with an exercise price equal to the Fair Market Value (as defined in the stock  
plan(s)) per share on the date of grant or other appropriate date as determined 
by the Board of Directors. Of the restricted stock awards granted to the        
Executive Officers in 2000, the plan provides for accelerated vesting of        
outstanding shares in precentages of 33.3%, 66.7%, or 100%, if certain          
predefined profitability targets are achieved as of December 31, 2002.          
Restrictions limit the sale or transfer of these shares during a six-year       
period whereby the restrictions lapse. No stock option or restricted stock      
awards are made in the absence of satisfactory performance which is evaluated   
by the Committee based on the executive's individual contribution to the        
long-term health and growth of the Company. A total of 96,000 restricted stock  
awards were granted to certain Executive Officers in 2000 (see "Restricted      
Stock Awards in 2000").                                                         

Chief Executive Officer Compensation. Thomas P. Mac Mahon was paid    
$741,667 in base salary for the year ended December 31, 2000. Mr. Mac Mahon's   
base salary, annual incentive compensation and long-term incentive              
compensation were determined in the same manner as described above for other    
Executive Officers. Mr. Mac Mahon became eligible to participate in the         
Company's Retirement Benefits and Savings Plan in 1998.                         

   Limit on Deductibility of Compensation. The Omnibus Budget Reconciliation
Act of 1993 ("OBRA") limits the deductibility of compensation paid to the chief 
executive officer and each of the four highest paid employees of public         
companies to $1 million for fiscal years beginning on or after January 1, 1994. 
Certain types of compensation arrangements entered into prior to February 17,   
1993 are excluded from the limitation. The Company's general policy is to       
preserve the tax deductibility of compensation paid to its Executive Officers.  
OBRA recognizes stock option plans as performance-based if such plans meet      
certain requirements. The Company's Option Plans are structured to meet the     
requirements of OBRA. In future years, the Committee will consider taking such  
steps as it deems necessary to qualify compensation so as to not be subject to  
the limit on deductibility.                                                     

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                                 THE EMPLOYEE BENEFITS COMMITTEE

                    Jean-Luc Belingard
               Wendy E. Lane
                             Robert E. Mittelstaedt, Jr.

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COMMON STOCK PERFORMANCE

 The Commission requires a five-year comparison of stock performance for
the Company with stock performance of appropriate similar companies. The Common 
Stock is traded on the New York Stock Exchange, Inc. (the "NYSE"). Set forth    
below is a line graph comparing the yearly percentage change in the cumulative  
total stockholder return on the Common Stock and the cumulative total return on 
the Standard & Poor's Composite-500 Stock Index and the weighted average        
cumulative total return (based on stock market capitalization) on the stock of  
each of the members of a peer group of companies. The peer group includes six   
publicly traded medical service and medical supply companies and one clinical   
laboratory company which is a direct competitor of the Company, all with sales  
ranging from approximately $1.1 billion to $4.0 billion. Other direct           
competitors of the Company are either substantially smaller than the Company or 
are subsidiaries of much larger diversified corporations and are therefore not  
believed to be appropriate peer companies. The peer group includes: Allergan,   
Inc., Quest Diagnostics, Incorporated, C.R. Bard Inc., Magellan Health Services 
Inc., Fisher Scientific International Inc., Thermo Electron Corporation, and    
Bausch & Lomb Inc.                                                              

                                                        [Enlarge/Download Table]
                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN                                      

                                              12/1995     12/1996  12/1997  12/1998  12/1999  12/2000
                                                                                                     
Laboratory Corporation of America                                                                    
     Holdings                                  $100         $31      $19      $15      $39      $188 
S&P 500                                        $100         $123     $164     $211     $255     $232 
Industry Peer Index                            $100         $107     $114     $120     $152     $247 

GRAPHIC OMMITTED  

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT 

The following table sets forth as of March 30, 2001, the total number of      
shares of Common Stock beneficially owned, and the percent so owned, by (i)     
each director of the Company who is a beneficial owner of any shares of Common  
Stock, (ii) each person known to the Company to be the beneficial owner of more 
than 5% of the outstanding Common Stock, (iii) the officers named in the        
"Summary Compensation Table" set forth above, and (iv) all current directors    
and Executive Officers as a group. The number of shares owned are those         
"beneficially owned," as determined under the rules of the Commission, and such 
information is not necessarily indicative of beneficial ownership for any other 
purpose. Under such rules, beneficial ownership includes any shares as to which 
a person has sole or shared voting power or investment power and any shares of  
Common Stock which the person has the right to acquire within 60 days through   
the exercise of any option, warrant or right, through conversion of any         
security, or pursuant to the automatic termination of power of attorney or      
revocation of trust, discretionary account or similar arrangement.              

                                                        [Enlarge/Download Table]
                                                                      Amount and Nature            
                                                                         of Beneficial             
                                                                          Ownership        Percent 
                      Beneficial Owner                                 of Common Stock     of Class
                      ----------------                                 ---------------     --------
                                                                                                   
Roche Holdings, Inc.                                                    11,352,537(1)       32.1%  
  15 East North Street                                                                             
  Dover, DE 19901                                                                                  
Thomas P. Mac Mahon                                                        193,420(2,3)        *   
Jean-Luc Belingard                                                           3,735             *   
Wendy E. Lane                                                                3,844             *   
Robert E. Mittelstaedt, Jr.                                                  2,169             *   
James B. Powell                                                              2,508             *   
David B. Skinner                                                             3,734             *   
Andrew G. Wallace                                                            2,970             *   
Wesley R. Elingburg                                                         62,014(2,3)        *   
Myla P. Lai-Goldman                                                         40,090(2,3,4)      *   
Richard L. Novak                                                            63,822(2,3)        *   
Bradford T. Smith                                                           53,197(2,3)        *   
All current directors and Executive Officers as a group (13 persons)       471,660           1.3%  

----------                                                                      
*   Less than 1%                                                              
(1)  As reported on the Schedule 13D filed with the Commission on October 30,   
    2000, on behalf of Roche Holdings, Inc. Roche Holdings Inc. is an indirect
wholly-owned subsidiary of Roche. Mr. Kurt Jenny, an individual and   
   citizen of Switzerland has, pursuant to an agreement, the power to vote a
   majority of the voting shares of Roche. Percent of class is calculated on
the basis of an amount of shares of common stock outstanding which    
includes shares which a person has a right to acquire within 60 days. 
(2)  Beneficial ownership by officers of the Company includes shares of Common  
  Stock which such officers have the right to acquire upon the exercise of
options which either are vested or which may vest within 60 days. The 
number of shares of Common Stock included in the table as beneficially
owned which are subject to such options is as follows: Mr. Mac        
Mahon--53,867; Mr. Elingburg--14,534; Dr. Lai-Goldman--12,784; Mr.    
   Novak--15,000; Mr. Smith--16,500; all directors and Executive Officers as
a group--129,537.                                                     
(3)  Includes shares of Restricted Common Stock. The number of shares of        
    Restricted Common Stock included in the table is as follows: Mr. Mac Mahon
  - 124,700; Mr. Elingburg - 36,500; Dr. Lai-Goldman - 24,400; Mr. Novak -
   48,500; and Mr. Smith - 36,500; all directors and Executive Officers as a
group - 295,000.                                                      
(4)  Includes 500 shares of common stock held by an Executive Officer's family  
as to which beneficial ownership is disclaimed.                       

Section 16(A) Beneficial Ownership Reporting Compliance                         

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  The Company's directors and executive officers, and any beneficial owner
of more than 10% of a class of equity securities of the Company, are required   
to report their ownership of the Company's equity securities and any changes in 
such ownership to the Commission and the securities exchange on which the       
equity securities are registered. The Company is required to disclose in this   
Proxy Statement any delinquent filing of such reports and any failure to file   
such reports with respect to the fiscal year ended December 31, 2000 and any    
prior fiscal years.                                                             

 Non-employee directors of the Company receive a portion of their annual
retainer in stock on a monthly basis pursuant to the Company's 1995 Stock Plan  
for Non-Employee Directors, as amended. The grants of such stock to             
non-employee directors are exempt transactions pursuant to Rule 16b-3 of the    
Securities Exchange Act of 1934. Each of the non-employee directors of the      
Company received stock pursuant to the Plan during 1997 and 1998                
which was not reported on a per transaction basis, although the grants of such  
stock are included in the report by such individuals of their aggregate share   
holdings in their most recent Section 16 filings.                               

ITEM TWO: APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION 

Introduction                                                          

The Company's Amended and Restated Certificate of Incorporation (the  
"Certificate of Incorporation") currently authorizes the issuance of fifty-two  
million (52,000,000) shares of Common Stock, par value $0.10, and thirty        
million (30,000,000) shares of Preferred Stock, par value $0.10. On April 12,   
2001, the Board of Directors adopted a resolution proposing that the            
Certificate of Incorporation of the Company be amended (the "Amendment") to     
increase the number of authorized shares of Common Stock to two hundred and     
sixty-five million (265,000,000), and to increase the number of authorized      
shares of capital stock from eighty-two million (82,000,000) to two hundred and 
ninety-five million (295,000,000), subject to stockholder approval of the       
Amendment. If the Amendment is approved by the stockholders, it will become     
effective upon the filing of the Amendment with the Delaware Secretary of       
State.                                                                          

  On December 31, 1999, the closing price per share of the Common Stock on
the NYSE was $3.6875. The Company effected a one-for-ten reverse stock split    
following the annual meeting of May 2, 2000. Prior to that reverse split, the   
number of shares of Common Stock authorized was 520 million, of which           
approximately 376 million were available for future issuance or upon conversion 
of then outstanding Preferred Stock. That reverse stock split reduced the       
number of shares of Common Stock outstanding from approximately 130 million to  
approximately 13 million. On April 12, 2001, the closing price per share of the 
Common Stock on the NYSE had risen to $131.60. This increase in the per share   
price of the Common Stock, if maintained, is a factor which the Board of        
Directors would consider persuasive in deciding whether to effect a stock split 
in the future. If the Company were to choose to effect a stock split after the  
proposed increase is approved, the Company believes that increasing the number  
of shares outstanding and decreasing the price per share may help facilitate    
trading in and broaden the marketability of the Common Stock.                   

Current Use of Shares                                                 

 As of March 30, 2001, the Company had 35,003,334 shares of Common Stock
outstanding (including restricted stock awards). In addition, as of that date   
2,271,774 shares were reserved for future issuance under the Company's stock    
incentive, employee stock purchase and non-employee director stock plans, and   
upon exercise of outstanding options. 369,500 shares had been issued as         
restricted stock under the stock incentive plan. There were no shares of        
Preferred Stock outstanding as of that date.                                    

Purpose and Effect of the Proposed Amendment                          

    The purpose of the proposed increase in the number of authorized shares of
Common Stock is to provide more shares of Common Stock for general corporate    
purposes, including stock dividends and splits, raising additional capital,     
stock issuances under stockholder and employee stock plans, and possible future 
acquisitions. The Board of Directors believes that an increase in the total     
number of shares of authorized Common Stock will help the Company to meet its   
future needs, and give it greater flexibility in responding quickly to          
advantageous business opportunities.                                            

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Except for issuance pursuant to the existing plans referred to above, 
there are no present plans, understandings or agreements for issuing a material 
number of additional shares of Common Stock from the currently authorized       
shares of Common Stock or the additional shares of stock proposed to be         
authorized under the Amendment. The additional shares would, however, be        
available for issuance without future action by the Company's stockholders      
except as required by law or regulation, including requirements of the New York 
Stock Exchange. The Company reserves the right to seek a further increase in    
authorized shares from time to time in the future as considered appropriate by  
the Board of Directors.                                                         

Under the Company's Certificate of Incorporation, the Company's       
stockholders do not have any preemptive rights with respect to Common Stock.    
Thus, should the Board of Directors elect to issue additional shares of Common  
Stock, existing stockholders would not have any preferential rights to purchase 
such shares. In addition, if the Board of Directors elects to issue additional  
shares of Common Stock, such issuance could have a dilutive effect on the       
earnings per share and/or voting power of current stockholders.                 

The proposed Amendment to increase the authorized number of shares of 
Common Stock could, under certain circumstances, have the effect of impeding    
unsolicited takeover attempts, although this is not the reason for this         
proposal. For example, in the event of a hostile attempt to take control of the 
Company, it might be possible for the Company to endeavor to impede the attempt 
by issuing shares of the Common Stock, thereby diluting the voting power of the 
other outstanding shares and increasing the potential cost to acquire the       
Company. The Amendment therefore may have the effect of discouraging            
unsolicited takeover attempts. The Board of Directors is not aware of any       
attempt to take control of the Company and the Board of Directors has not       
presented the proposal to approve the Amendment with the intent that it be used 
as a type of anti-takeover device.                                              

Vote Required to Approve Amendment                                    

The affirmative vote of the holders of a majority of the outstanding  
shares of Common Stock entitled to vote at the Annual Meeting, assuming a       
quorum is present, is necessary for approval of the proposal to amend the       
Certificate of Incorporation. Therefore, abstentions and broker non-votes       
(which may occur if a beneficial owner of stock where shares are held in a      
brokerage or bank account fails to provide the broker or the bank voting        
instructions as to such shares) will effectively count as votes against this    
proposal.                                                                       

 The Board of Directors of the Company recommends that stockholders vote
"FOR" approval of the Amendment to the Company's Certificate of Incorporation.  

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ITEM THREE: AMENDMENT TO THE LABORATORY 
CORPORATION OF AMERICA HOLDINGS 1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

    On April 10, 2001, the Board of Directors adopted the Stock Plan Amendment
to the Laboratory Corporation of America Holdings 1995 Non-Employee Director    
Stock Plan (the "Plan") to extend the term thereof to June 30, 2006. The        
summary description herein of the principal features of the Plan as amended by  
the Stock Plan Amendment is qualified by reference to the Plan and the Stock    
Plan Amendment. The Stock Plan Amendment is attached hereto as Annex I. The     
Plan was originally adopted following approval at the annual meeting of         
September 20, 1995. After the annual meeting of June 25, 1997, the Plan was     
amended to extend its expiration date through June 30, 2001 and to increase by  
300,000 the number of shares available under the Plan. As of March 30, 2001,    
taking into account the reverse stock split effected following the annual       
meeting of May 2, 2000, 15,735 shares had been issued under the Plan, and       
16,765 shares were available for future issuance.                               

    The purpose of the Plan is to promote the interests of the Company and its
stockholders by increasing the proprietary and vested interest of non-employee  
directors in the growth and performance of the Company by granting such         
directors shares of Common Stock as part of their annual retainer fee. The Stock
Plan Amendment will, subject to shareholder approval at the Annual Meeting,     
extend the expiration date of the Plan through June 30, 2006.                   

   The Plan provides for the automatic payment of 50% of the annual retainer
fee (currently $30,000) for directors of the Company who are not employees of   
the Company ("Eligible Directors") in the number of shares of Common Stock that 
results from dividing 50% of the retainer by the fair market value of such      
shares on the date or dates such retainer is to be paid. The shares of Common   
Stock to be delivered under the Plan will be made available from the authorized 
but unissued shares of Common Stock or from treasury shares and prior to        
delivery will be registered by the Company with the Commission on Form S-8 and  
upon registration will be freely tradable, subject to applicable restrictions   
under Section 16 of the Exchange Act.                                           

The Plan is administered by the Board of Directors. Subject to the    
provisions of the Plan, the Board shall be authorized to interpret the Plan, to 
establish, amend, and rescind any rules and regulations relating to it and to   
make all other determinations necessary or advisable for its administration;    
provided, however, that the Board shall have no discretion with respect to the  
selection of directors to receive shares of Common Stock or the timing or       
pricing of grants of shares of Common Stock. The determinations of the Board in 
the administration of the Plan, as described herein, shall be final and         
conclusive. The Secretary of the Company shall be authorized to implement the   
Plan in accordance with its terms and to take such actions of a ministerial     
nature as shall be necessary to effectuate the intent and purpose thereof.      

   In the event of a stock split, stock dividend, subdivision or combination
of the shares of Common Stock or other change in corporate structure affecting  
the shares of Common Stock, the number of shares of Common Stock authorized by  
the Plan shall be increased or decreased proportionately, as the case may be.   

No award may be granted under the Plan after June 30, 2006.           

The Plan may be amended by the Board as it shall deem advisable or to 
conform to any change in any law or regulation applicable thereto; provided,    
that the Board may not, except in the limited circumstances described above,    
without the authorization and approval of shareholders in any respect make any  
amendment that would require stockholder approval under Rule 16b-3 of the       
Exchange Act or state law.                                                      

Set forth below is a summary of the awards expected to be made with   
respect to the year 2001 pursuant to the Plan:                                  

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NEW PLAN BENEFITS 
LABORATORY CORPORATION OF AMERICA 
NON-EMPLOYEE DIRECTOR STOCK PLAN
AS AMENDED

  Name and Position           Dollar Value ($)         Number of Units
  ------------------          ----------------         ---------------
Non-Executive Director Group         $90,000 (1)         not yet determined 

------------                                                                    
(1) Each Eligible Director will receive $15,000.                                

The Plan is not subject to any provision of ERISA and is not qualified
under Section 401(a) of the Code.                                               

 The Board of Directors of the Company recommends that stockholders vote
"FOR" approval and adoption of the Stock Plan Amendment.                        

ITEM FOUR: RATIFICATION OF INDEPENDENT ACCOUNTANTS

    Upon the recommendation of the Audit Committee, the Board of Directors has
appointed PricewaterhouseCoopers LLP ("PwC") to audit the accounts of the       
Company for the year ending December 31, 2001. For the year ended December 31,  
2000 the Company's accounts were audited by PwC.                                

    PwC's report on the financial statements of the Company for the year ended
December 31, 2000 did not contain an adverse opinion or a disclaimer of opinion 
and was not qualified or modified as to uncertainty, audit scope, or accounting 
principles.                                                                     

To the knowledge of management and the Audit Committee of the Board of
Directors of the Company, in connection with the audit of the Company's         
financial statements for the year ended December 31, 2000, there were no        
disagreements with PwC on any matters of accounting principles or practices,    
financial statement disclosure, or auditing scope and procedure which, if not   
resolved to the satisfaction of PwC, would have caused PwC to make reference to 
the matter in its reports.                                                      

Representatives of PwC will be present at the Annual Meeting with the 
opportunity to make a statement if they desire to do so and will be available   
to respond to appropriate questions.                                            

Stockholder ratification of the appointment of PwC as the Company's   
independent accountants is not required by the Company's By-Laws or otherwise.  
The Board of Directors has elected to seek such ratification as a matter of     
good corporate practice. Should the stockholders fail to ratify the appointment 
of PwC as the Company's independent accountants for the year ending December    
31, 2001, the Board of Directors will consider whether to retain that firm for  
such year.                                                                      

Audit Fees                                                                      

    Amounts billed by PwC related to the 2000 annual financial statement audit
and reviews of quarterly financial statements filed in the report on Forms 10-Q 
totaled $387,400, of which an aggregate amount of $161,000 has been billed      
through December 31, 2000.                                                      

Financial Information Systems Design and Implementation Fees                    

 No amounts were billed by PwC in 2000 for financial information systems
design and implementation services.                                             

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All Other Fees                                                                  

Amounts billed by PwC for the calendar year ended December 31, 2000   
totaled $411,800. These fees related to assistance provided with filing certain 
registration statements during 2000, as well as other consulting projects.      

The Audit Committee of the Board of Directors has considered the other
services rendered and does not believe that they are incompatible with          
PwC remaining independent.                                                      

 The Board of Directors of the Company recommends that stockholders vote
"FOR" the ratification of the appointment of PwC as the Company's independent   
accountants for 2001.                                                           

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Beneficial Ownership by Roche                                                   

    At October 30, 2000, 11,352,537 shares of the Company's outstanding common
stock, or approximately 32.4% at March 30, 2001, were owned by Roche.           

The Stockholder Agreement                                                       

    In 1995, the Company, and affiliates of Roche entered into the Stockholder
Agreement. The Stockholder Agreement contains certain provisions relating to    
(i) the governance of the Company, including, but not limited to, the           
composition of the Board of Directors, (ii) the issuance, sale, and transfer of 
the Company's Equity Securities (as defined in the Stockholder Agreement) by    
the Company and Roche, and (iii) registration rights granted by the Company to  
Roche with respect to the Company's Equity Securities. A copy of the            
Stockholder Agreement was included as an exhibit to the Company's report on     
Form 8-K filed with the Commission on May 12, 1995.                             

   Roche currently has the right to designate three directors for nomination
to the Board of Directors. If Roche's ownership of the Common Stock were to fall
below 30% but remain at least 20%, Roche would have the right to designate two  
directors as nominees to the Board of Directors. If such ownership were to fall 
between 20% and 10%, Roche would have the right to designate one director.      
Currently, the Board of Directors is comprised of seven members.                

If Roche's ownership were to fall below 10%, Roche's rights under the 
Stockholder Agreement would terminate with respect to (i) changing the total    
number of members of the Board of Directors, (ii) designating a replacement     
director upon the death, resignation or retirement of a director selected by    
Roche, (iii) causing the Board of Directors to create vacancies on the Board    
for Roche's designated directors, (iv) voting and solicitation of votes, (v)    
directors serving on Board committees, (vi) vacancies on Board committees       
and the management committee and (vii) action taken to conform the Company's    
Certificate of Incorporation and By-laws to the Stockholder Agreement.          

   Roche's right to (i) have its shares included in a registration statement
which the Company prepares and (ii) have the Company furnish it with certain    
financial information, would terminate if Roche's ownership were to fall below  
20%. If Roche ceases to own any Registrable Securities (as defined under the    
Stockholder Agreement), then (i) all of its registration rights and (ii)        
covenants of the Company in its favor with respect to transfers made by Roche   
pursuant to Rule 144A under the Securities Act of 1933 under the Stockholder    
Agreement would terminate.                                                      

Except as specified above, all of Roche's rights under the Stockholder
Agreement would terminate if its ownership were to fall below 30%. For the      
purposes of this section, the term "ownership" means the percentage of Total    
Voting Power, determined on the basis of the number of shares of Voting Stock   
actually outstanding, that is controlled, directly or indirectly, by Roche and  
its affiliates (as such terms are defined in the Stockholder Agreement, as it   
may be amended from time to time).                                              

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Certain Transactions with Roche                                                 

   The Company has certain on-going arrangements with Roche for the purchase
by the Company of certain products and the licensing by the Company from Roche  
of certain diagnostic technologies, with an aggregate value of approximately    
$42.7 million in 2000. In addition, the Company made royalty payments to Roche  
in the amount of approximately $2.8 million in 2000. The Company provides       
certain diagnostic testing and support services to Roche in connection with     
Roche's clinical pharmaceutical trials, with an aggregate value of              
approximately $1.3 million in 2000. Each of these arrangements was entered into 
in the ordinary course of business, on an arm's-length basis, and on terms      
which the Company believes are no less favorable to it than those obtainable    
from unaffiliated third parties.                                                

Certain Transactions with TriPath Imaging, Inc. (formerly known as AutoCyte,    
Inc.)                                                                           

   Dr. Powell is the former President and Chief Executive Officer of TriPath
Imaging, Inc. ("TriPath") and had a beneficial ownership of approximately 4.0%  
of TriPath's common stock at December 31, 2000.                                 

The Company has certain on-going arrangements with TriPath for the    
purchase by the Company of certain products with an aggregate value of          
approximately $0.5 million in 2000.                                             

AUDIT COMMITTEE'S REPORT

   The Audit Committee of the Board of Directors, comprised of three
outside directors, held five meetings and acted once by unanimous written       
consent during 2000. The charter of the Audit Committee is attached hereto as   
Annex II.                                                                       

  The Audit Committee met with the independent public accountants,
management, and internal auditors to assure that all were carrying out their    
respective responsibilities. The Audit Committee reviewed the performance and   
fees of the independent public accountants prior to recommending their          
appointment, and met with them to discuss the scope and results of their audit  
work, including the adequacy of internal controls and the quality of financial  
reporting. The Audit Committee discussed with the independent public            
accountants their judgments regarding the quality and acceptability of the      
company's accounting principles, the clarity of its disclosures and the degree  
of aggressiveness or conservatism of its accounting principles and underlying   
estimates. The Audit Committee discussed with and received a letter from the    
independent public accountants confirming their independence. Both the          
independent public accountants and the internal auditors had full access to the 
Audit Committee, including regular meetings without management present.         
Additionally, the Audit Committee reviewed and discussed the audited financial  
statements with management and recommended to the Board of Directors that these 
financial statements be included in the Company's Form 10-K for filing with the 
Commission.                                                                     

        As part of its duties, the Audit Committee also considered whether the
provision of services other than audit services during fiscal year 2000 by      
PricewaterhouseCoopers LLP, the Company's independent public accountants, is    
compatible with maintaining the accountant's independence. See "Item Four:      
Ratification of Independent Accountants."                                       

                         AUDIT COMMITTEE

                                          David B. Skinner, M.D., Chairman
                       Wendy E. Lane
                                     Robert E. Mittelstaedt, Jr.

STOCKHOLDER PROPOSALS 

   Under the rules and regulations of the Commission as currently in effect,
any holder of at least $2,000 in market value, or 1% of Common Stock who desires
to have a proposal presented in the Company's proxy material for use in         
connection with the annual meeting of stockholders to be held in 2001 must      
transmit that proposal (along with his                                          

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name, address, the number of shares of Common Stock that he holds of record or  
beneficially, the dates upon which the securities were acquired and documentary 
support for a claim of beneficial ownership) in writing as set forth below.     
Such holder must continue to hold his Common Stock through the date of the      
meeting. Proposals of stockholders intended to be presented at the next annual  
meeting must be received by Bradford T. Smith, Secretary, Laboratory            
Corporation of America Holdings, 358 South Main Street, Burlington, North       
Carolina 27215, no later than December 28, 2001. This date was based on a       
planned meeting date in late May 2002.                                          

Holders of Common Stock who want to have proposals submitted for      
consideration at future meetings of stockholders should consult the applicable  
rules and regulations of the Commission with respect to such proposals,         
including the permissible number and length of proposals and other matters      
governed by such rules and regulations.                                         

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ADDITIONAL INFORMATION

The Company will make available a copy of the 2000 Form 10-K and any  
quarterly reports on Form 10-Q filed thereafter, without charge, upon written   
request to the Secretary, Laboratory Corporation of America Holdings, 358 South 
Main Street, Burlington, North Carolina 27215. Each such request must set forth 
a good faith representation that, as of the Record Date (April 18, 2001), the   
person making the request was a beneficial owner of Common Stock entitled to    
vote.                                                                           

 In order to ensure timely delivery of such document prior to the annual
meeting, any request should be received by the Company promptly.                

OTHER BUSINESS

The Company knows of no other matters which may come before the Annual
Meeting. However, if any such matters properly come before the Annual Meeting,  
the individuals named in the proxies will vote on such matters in accordance    
with their best judgment.                                                       

                                          By Order of the Board of Directors

            LOGO
                         Bradford T. Smith
                 Secretary

April 26, 2001                                                                  

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                                                                         Annex I

SECOND AMENDMENT TO LABORATORY CORPORATION OF 
AMERICA HOLDINGS 1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 

This Second Amendment ("Amendment") to the Laboratory Corporation of  
America Holdings 1995 Stock Plan for Non-Employee Directors (the "Plan") made   
this 10th day of April, 2001 by Laboratory Corporation of America Holdings      
(the "Company"). All capitalized terms in this Amendment not otherwise defined  
shall have their respective meanings under the Plan.                            

WHEREAS, the Company wishes to extend the expiration date of the Plan;

NOW THEREFORE, subject to shareholder approval, the Board of Directors
hereby adopts this Amendment upon the following terms and conditions.           

 1. The second sentence of Section 11 shall be deleted and replaced with
the following sentence:                                                         

   The Plan shall terminate on June 30, 2006, unless the Plan is extended or
terminated at an earlier date by shareholders or by exhaustion of the Shares    
available for issuance thereunder.                                              

    Witness the signature of the undersigned officer of Laboratory Corporation
of America Holdings.                                                            

                  Laboratory Corporation of America Holdings
Bradford T. Smith       

By                      
                         -------------------------------------------
                          Executive Vice President and General Counsel

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                                                                      Annex II

AUDIT COMMITTEE CHARTER 

The Audit Committee is appointed by the Board to assist the Board in  
monitoring (1) the integrity of the financial statements of the Company, (2)    
the compliance by the Company with legal and regulatory requirements, and (3)   
the independence and performance of the Company's internal and external         
auditors.                                                                       

The members of the Audit Committee shall meet the independence and    
experience requirements of the New York Stock Exchange. The members of the      
Audit Committee shall be appointed by the Board on the recommendation of the    
Nominating Committee.                                                           

The Audit Committee shall have the authority to retain special legal, 
accounting or other consultants to advise the Committee. The Audit Committee    
may request any officer or employee of the Company or the Company's outside     
counsel or independent auditor to attend a meeting of the Committee or to meet  
with any members of, or consultants to, the Committee.                          

The Audit Committee shall make regular reports to the Board.          

The Audit Committee shall:                                            

1.   Review and reassess the adequacy of this Charter annually and    
recommend any proposed changes to the Board for approval.   

2.   Review the annual audited financial statements with management,  
       including major issues regarding accounting and auditing principles
         and practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.    

    3.   Review an analysis prepared by management and the independent auditor
   of significant financial reporting issues and judgments made in
connection with the preparation of the company's financial  
statements.                                                 

4.   Review with management and the independent auditor the Company's 
    quarterly financial statements prior to the release of quarterly
earnings.                                                   

5.   Meet periodically with management to review the Company's major  
  financial risk exposures and the steps management has taken to
monitor and control such exposures.                         

6.   Review major changes to the Company's auditing and accounting    
     principles and practices as suggested by the independent auditor,
internal auditors or management.                            

 7.   Recommend to the Board the appointment of the independent auditor,
       which firm is ultimately accountable to the Audit Committee and the
Board.                                                      

8.   Approve the fees to be paid to the independent auditor.          

  9.   Receive periodic reports from the independent auditor regarding the
         auditor's independence, discuss such reports with the auditor, and if
       so determined by the Audit Committee, recommend that the Board take
appropriate action to satisfy itself of the auditor.        

  10.  Evaluate together with the Board the performance of the independent
        auditor and, if so determined by the Audit Committee, recommend that
the Board replace the independent auditor.                  

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11.  Review the appointment and replacement of the senior internal    
auditing executive.                                         

    12.  Review the significant reports to management prepared by the internal
auditing department and management's responses.             

 13.  Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.                         

    14.  Obtain from the independent auditor assurance that Section 10A of the
 Private Securities Litigation Reform Act of 1995 has not been
implicated.                                                 

15.  Obtain reports from management, the Company's senior internal    
     auditing executive and the independent auditor that the Company's
 subsidiary/foreign affiliated entities are in conformity with
    applicable legal requirements and the Company's Code of Conduct.

16.  Discuss with the independent auditor the matters required to be  
       discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.                                       

   17.  Review with the independent auditor any problems or difficulties the
      auditor may have encountered and any management letter provided by
      the auditor and the Company's response to that letter. Such review
should include:                                             

      (a)  Any difficulties encountered in the course of the audit work,
             including any restrictions on the scope of activities or access
to required information.                          

         (b)  Any changes required in the planned scope of the internal audit.

   (c)  The internal audit department responsibilities, budget and
staffing.                                         

18.  Prepare the report required by the rules of the Securities and   
         Exchange Commission included in the Company's annual proxy statement.

19.  Advise the Board with respect to the Company's policies and      
        procedures regarding compliance with applicable laws and regulations
and with the Company's Code of Conduct.                     

    20.  Review with the Company's general counsel legal matters that may have
a material impact on the financial statements, the Company's
      compliance policies and any material reports or inquiries received
from regulators or governmental agencies.                   

  21.  Meet at least annually with the chief financial officer, the senior
    internal audit executive and the independent auditor in separate
executive sessions.                                         

* * * * * 

    While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct      
audits or to determine that the Company's financial statements are complete and 
accurate and are in accordance with generally accepted accounting principles.   
This is the responsibility of management and the independent auditor. Nor is it 
the duty of the Audit Committee to conduct investigations, to resolve           
disagreements, if any, between management and the independent auditor or to     
assure compliance with laws and regulations and the Company's Code of Conduct.  

2 

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STOCKHOLDERS' PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
LABORATORY CORPORATION OF AMERICA HOLDINGS

To: Laboratory Corporation of America Holdings                                  

I appoint Bradford T. Smith and Wesley R. Elingburg, individually and 
together, as my proxies, with power of substitution, to vote all of my          
LABORATORY CORPORATION OF AMERICA HOLDINGS common stock at the Annual Meeting   
of stockholders of LABORATORY CORPORATION OF AMERICA HOLDINGS to be held at The 
Paramount Theater, 128 East Front Street, Burlington, NC, 27215 on Thursday,    
May 24, 2001 at 9:00 a.m., Eastern Daylight time, and at any adjournment or     
postponement of the meeting.                                                    

  My proxies will vote the shares represented by this proxy as directed on
the other side of this card, but in the absence of any instructions from me, my 
proxies will vote "FOR" the election of all the nominees listed under Item 1    
and "FOR" Item 2, Item 3 and Item 4. My proxies may vote according to their     
discretion on any other matter which may properly come before the meeting. I    
may revoke this proxy prior to its exercise.                                    

Please sign and date the other side of the card.                      

(Please fill in the appropriate boxes on the other side.) 

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The Board of Directors recommends that you vote "FOR" all the nominees listed   
under Item No. 1 and "FOR" Item No. 2, Item No. 3, and Item No. 4.              

                                                  FOR ALL     WITHHOLD AUTHORITY
1. Election of all                                NOMINEES     for all nominees 
the members of the                                                        
Company's Board of                                                        
Directors.                                       [ ]              [ ]     

For, except vote withheld from the following nominee(s).                        

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

Nominees: Thomas P. Mac Mahon, Jean-Luc Belingard, Wendy E. Lane, Robert E.     
Mittelstaedt, Jr., James B. Powell, M.D., David B. Skinner, M.D. and Andrew G.  
Wallace, M.D.                                                                   

                                           FOR           AGAINST         ABSTAIN

2. Approval of the Amendment               [ ]             [ ]             [ ]  
to the Laboratory Corporation                                             
of America Holdings Certificate                                           
of Incorporation                                                          

3. Approval of the Amendment               [ ]             [ ]             [ ]  
to the Laboratory Corporation                                             
of America Holdings 1995                                                  
Non-Employee Director Stock Plan                                          

4. Ratification of the appointment         [ ]             [ ]             [ ]  
of PricewaterhouseCoopers LLP                                             
as Laboratory Corporation of                                              
America Holdings' independent                                             
accountants for 2001.                                                     

SHAREHOLDER NAME AND ADDRESS                                                    

Signature(s)                                         Date:                      
           -----------------------------------------        --------------------

NOTE: Please sign exactly as name(s) appear(s) above. If acting as an executor, 
administrator, trustee, guardian, etc. you should so indicate signing. If the   
shareholder is a corporation, please sign the full corporate name, by duly      
authorized officer. If shares are held jointly, each shareholder should sign.   

Date and promptly return the card in the envelope provided.                     

Dates Referenced Herein   and   Documents Incorporated by Reference

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		12/28/01		8		27
		6/30/01		23					10-Q
		5/24/01		2		32			DEF 14A,  PRE 14A
		4/27/01		4
		4/26/01		2		28
		4/18/01		3		28
Filed on:		4/13/01
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		12/31/00		3		26			10-K
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		5/2/00		21		23			8-K,  DEF 14A,  PRE 14A
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		6/25/97		23					DEF 14A,  PRE 14A
		10/24/96		16					8-K
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		9/20/95		23
		5/12/95		5		25			8-K
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