EXHIBIT 3.33

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         AMERIPATH NORTH CAROLINA, INC.

     The undersigned corporation for the purpose of amending and restating its
Articles of Incorporation and pursuant to the provisions of Section 55-10-07 of
the General Statutes of North Carolina, hereby executes the following Amended
and Restated Articles of Incorporation:

     1.   The name of the corporation is: AMERIPATH NORTH CAROLINA, INC.

     2.   The number of shares the corporation is authorized to issue is:
          10,000, all of one class, with a par value of $10.00 per share.

     3.   The street address and county of the registered office of the
          corporation is: 327 Hillsborough Street, Raleigh, North Carolina, Wake
          County.

     4.   The name of the registered agent is: Corporation Service Company.

     5.   The purposes for which the corporation is organized and existing
          are as follows:

               (a) To engage in the business of providing physician practice
               management services, and any and all businesses permitted under
               the General Statutes of North Carolina.

               (b) To own or lease real or personal property conducive to
               carrying out the business of the corporation not prohibited by
               law.

     6.   The stockholders and incorporator shall not be liable for any
          debts, defaults, obligations, contracts or torts of the corporation.

     7.   These amended and restated Articles of Incorporation shall be
          effective upon the filing with the North Carolina Secretary of State.

     Dated this 30th day of March, 1999.

                                           /s/ Robert P. Wynn
                                           ------------------------------
                                           Robert P. Wynn, Vice President