EXHIBIT 3.111

                                     CHARTER
                                       OF
                             PCA OF LOS GATOS, INC.

                                   ARTICLE ONE

                                      NAME

            The name of the corporation is PCA of Los Gatos, Inc.

                                   ARTICLE TWO

                               PROFIT CORPORATION

            The corporation is organized for profit

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

            The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Suite 220, Nashville Davidson County, Tennesse 37215.
The initial registered agent of the corporation at its registered office is
Brian C. Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

            The mailing address of the initial principal office of the
corporation is 20 Burton Hills Boulevard, Suite 220, Nashville Tennesse 37215

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

            The total number of shares of all classes of capital stock when the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock $.01 par value per share with unlimited voting rights and rights to
received the net assets of the corporation upon dissolution.



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

            The initial Board of Directors shall consists of one member whose
name and address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

            A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) acts of omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (c) under
Section 48-18-804 of the Tennessee Business Corporation Act (the "Act"). Any
repeat or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospects only and shall not adversely
affect any limitation on the personal liability of a director of the corporation
with respect to any act or omission occurring prior to the effective date of
such repeat or modification. If the Act is hereafter amended to authorize the
further elimination or limitation of the liability of directors then the
liability of a director of the corporation, in addition to the limitation on
liability provided herein shall limited to the fullest extent permitten by such
amended Act. In the event that any of the provisions of this Article Seven
(including any provision within a single sentence) is held by a court of
competent jurisdiction to be invalid, valid or otherwise unenforceable the
remaining provisions are severable and shall remain enforceable to the fullest
extent permitted by law.



                                  ARTICLE EIGHT

                                  INCORPORATOR

            The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bord LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

            IN: WITNESS WHEREOF, the undersigned executes this Charter this 26th
day of October, 1998.


                                              /s/ Peter C. November
                                              ----------------------------------
                                              Peter C. November
                                              Incorporator