S-8

As Filed with the Securities and Exchange Commission on
May 26, 2004

Registration No. __________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact name of Registrant as Specified in Its Charter)

Delaware	                              13-3757370
(State or Other Jurisdiction of           (I.R.S. Employer
Incorporation or Organization)            Identification No.)

358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Address, including zip code, and Telephone Number, including area code of
Principal Executive Offices)

LABORATORY CORPORATION OF AMERICA HOLDINGS
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)

Bradford T. Smith
Executive Vice President, Chief Legal Officer, and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Name, Address, including zip code, and Telephone Number, including area code,
of Agent for Service)


CALCULATION OF REGISTRATION FEE
==============================================================================
   Titles                        Proposed       Proposed
     of                          Maximum        Maximum
 Securities        Amount to     Offering       Aggregate        Amount of
   to be             to Be       Price Per      Offering       Registration
Registered        Registered*     Share**        Price              Fee
- ------------------------------------------------------------------------------
Common Stock       1,500,000      $39.43      $59,145,000        $7,493.67
($0.10 par value)
==============================================================================


*     Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions.

**    Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
average of the high and low prices of the Registrant's Common Stock
reported on the New York Stock Exchange on May 20, 2004, which prices were
$39.69 and $39.17, respectively.


This Registration Statement on Form S-8 relates to the registration of
additional securities relating to an employee benefit plan for which a
registration statement filed on Form S-8 (File No. 333-94331) was filed by
the Company with the Securities and Exchange Commission on January 10, 2000.
The contents of the January 10, 2000 registration statement are incorporated
herein by this reference.

PART I

INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 (plan
information and registrant information) will be sent or given to employees as
specified by Securities and Exchange Commission Rule 428(b)(1).  Such documents
need not be filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.  These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirement of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act".

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

        The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring to those documents.  The information
incorporated by reference is considered to be part of this Registration
Statement, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information.
Laboratory Corporation of America Holdings (the "Company," and sometimes
referred to herein as the "Registrant") incorporates by reference the documents
listed below and any future filings made with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"):

 (i)   The Company's Annual Report on Form 10-K for the fiscal year ended
       December 31, 2003 (File No.1-11353);

(ii)   The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
       March 31, 2004 (File No.1-11353);

(iii)  The Company's Definitive Proxy Statement dated April 13, 2004;

(iv)   The description of the Company's Common Stock in the Company's
       Registration Statement on Form 8-B (as amended by Amendment No. 1
       thereto dated April 27, 1995) filed on July 1, 1994 under the Exchange
       Act, including amendments thereto and any report filed for the purpose
       of updating such description).

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Any statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel

     Bradford T. Smith, who has issued the opinion of the Company's Law
Department on the legality of the common stock of the Company offered hereby,
is Executive Vice President, Chief Legal Officer, and Secretary of the Company.
Mr. Smith owns Company Common Stock and restricted Company Common Stock.  He
also holds employee stock options to purchase Company Common Stock.

Item 6. Indemnification of Officers and Directors

     As authorized by Section 145 of the General Corporation Law of the State
Of Delaware ("Delaware Corporation Law"), each director and officer of the
Company may be indemnified by the Company against expenses (including
attorney's fees, judgments, fines, and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending, or completed legal proceedings in which he/she is involved
by reason of the fact that he/she is or was a director or officer of the
Company; provided that he/she acted in good faith and in a manner that he/she
reasonably believed to be in or not opposed to the best interest
of the Company; and, with respect to any criminal action or proceeding, that
he/she had no reasonable cause to believe that his/her conduct was unlawful.
If the legal proceeding, however, is by or in the right of the Company, the
director or officer may not be indemnified in respect of any claim, issue, or
matter as to which he shall have adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless a court
determines otherwise.

     Section 102(b)(7) of the Delaware Corporation Law provides that a
corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for willful or negligent conduct in paying dividends or repurchasing
stock out of other than lawfully available funds, or (iv) for any transaction
from which the director derived an improper personal benefit.  No such
provision shall eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision becomes effective.

     Article Six of the Certificate of Incorporation of the Company provides
that no director of the Company shall be personally liable to the Company or
its stockholders for monetary damages for any breach of his fiduciary duty as
director; provided, however, that such clause shall not apply to any liability
of a director (i) for any breach of such director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit.  In
addition, the provisions of Article VII of the Company's By-laws provide that
the Company shall indemnify persons entitled to be indemnified to the fullest
extent permitted by the Delaware Corporation Law.

     The Company maintains policies of officers' and directors' liability
insurance in respect of acts or omissions of current and former officers and
directors of the Company, its subsidiaries, and "constituent" companies
that have been merged with the Company.

Item 8. Exhibits

Exhibit
Number      Description

4.1         Laboratory Corporation of America Holdings Amendments to the 1997
            Employee Stock Purchase Plan

5.1         Opinion of Counsel regarding the legality of securities registered

23.1        Consent of PricewaterhouseCoopers LLP

23.2        Consent of Counsel (included in Exhibit 5.1 to this Registration
            Statement)

24.1        Power of Attorney (included on the signature page to this
            Registration Statement)

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

(b) The undersigned Registrant hereby undertakes that, for the purposes of
    determining any liability under the Securities Act of 1933, each filing of
    the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
    of the Securities Exchange Act of 1934 (and, where applicable, each filing
    of an employee benefit plan's annual report pursuant to Section 15(d) of
    the Securities Exchange Act of 1934) that is incorporated by reference in
    the Registration Statement shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide
    offering thereof; and

(c) Insofar as indemnification for liabilities arising under the Securities Act
    of 1933 may be permitted to directors, officers and controlling persons of
    the Registrant pursuant to the foregoing provisions, or otherwise, the
    Registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Securities Act of 1933 and is, therefore, unenforceable.
    In the event that a claim for indemnification against such liabilities
    (other than the payment by the Registrant of expenses incurred or paid by a
    director, officer or controlling person of the Registrant in the successful
    defense of any action, suit or proceeding) is asserted by such director,
    officer or controlling person in connection with the securities being
    registered, the Registrant will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it
    is against public policy as expressed in the Securities Act of 1933 and
    will be governed by the final adjudication of such issue.




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, State of North Carolina, on this 26th
day of May, 2004.

                              LABORATORY CORPORATION OF AMERICA HOLDINGS


                              By:    /s/ BRADFORD T. SMITH
                                    ------------------------
                                    Bradford T. Smith
                                    Executive Vice President,
                                    Chief Legal Officer and Secretary

POWER OF ATTORNEY

We, the undersigned directors and officers of Laboratory Corporation of America
Holdings, do hereby constitute and appoint Mr. Bradford T. Smith with full
power of substitution, our true and lawful attorney-in-fact and agent to do
any and all acts and things in our names and in our behalf in our capacities
stated below, which acts and things as he may deem necessary or advisable to
enable Laboratory Corporation of America Holdings to comply with the Securities
Act of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but not limited to, power and authority to sign for any and all
of us in our names, in the capacities stated below, any and all amendments
(including post-effective amendments) hereto and any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; and we do hereby ratify
and confirm all that he shall do or cause to be done by virtue hereof.

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

Signature                       Title                             Date

/s/ Thomas P. Mac Mahon         President, Chief Executive        May 26, 2004
    Thomas P. Mac Mahon         Officer Chairman of the
                                Board and Director (principal
                                executive officer)


/s/ Wesley R. Elingburg         Executive Vice President,         May 26, 2004
    Wesley R. Elingburg         Chief Financial Officer and
                                Treasurer (principal accounting
                                and financial officer)


/s/ Jean-Luc Belingard          Director                          May 26, 2004
    Jean-Luc Belingard


/s/ Wendy E. Lane               Director                          May 26, 2004
    Wendy E. Lane


/s/ Robert E. Mittelstaedt, Jr. Director                          May 26, 2004
    Robert E. Mittelstaedt, Jr.


/s/ Andrew G. Wallace, M.D.     Director                          May 26, 2004
    Andrew G. Wallace, M.D.


/s/ Craig M. Watson             Director                          May 26, 2004


/s/ M. Keith Weikel             Director                          May 26, 2004



INDEX TO EXHIBITS


Exhibit No.   Description
- ----------    -----------
4.1           Laboratory Corporation of America Holdings Amendments to the 1997
              Employee Stock Purchase Plan

5.1           Opinion of Counsel regarding the legality of securities registered

23.1          Consent of PricewaterhouseCoopers LLP

23.2          Consent of Counsel (included in Exhibit 5.1 to this Registration
              Statement)

24.1          Power of Attorney (included on the signature page to this
              Registration Statement)

EX-4.2

                                                                  EXHIBIT 4.2


ARTICLE IV.  STOCK:

     The stock subject to the Options to be issued hereunder shall be Common
Stock. The maximum number of such shares to be issued upon the exercise of the
Options hereby granted shall be an aggregate of four million five hundred
thousand (4,500,000) shares of Common Stock (the "Available Shares").

     For each Offering Period hereunder, an eligible employee (hereinafter
called "Optionee") shall have an option to purchase up to the largest number
of whole and fractional shares available at the Option Price (as described in
Article V(a) obtained by having deducted from such Optionee's Compensation for
each payroll period during an Offering Period an amount not less than one
percent (1%) or more than ten percent (10%) of such Optionee's Compensation
for the payroll period.  The term "Compensation" as used herein includes
regular base pay (including any shift differentials) at the rate in effect on
the Offering Date, but excludes any bonus, overtime payment, sales commission,
contribution to any Code (S)125 or 401(k) plan or other form of extra
compensation.

     If in any Offering Period the total number of shares of Common Stock for
which Options are exercised exceeds the number of Available Shares remaining
under the Plan, the Administrator shall make a pro rata allocation of the
Available Shares in as nearly a uniform manner as shall be practicable and as
it shall deem to be equitable, and the balance of payroll deductions credited
to the Purchase Account of each Optionee shall be returned to each Optionee
as promptly as possible.

     Except as expressly provided otherwise in Article III hereof, payment for
Common Stock purchased under the Option shall be made only by payroll
deductions over a designated Offering Period.

     Notwithstanding the foregoing provisions of this Plan, no Option shall
permit an Optionee to purchase in any single calendar year a number of shares
which together with all other shares in the corporation and any Subsidiaries
which such Optionee may be entitled to purchase in such year pursuant to
options issued under any employee stock purchase plan, has an aggregate fair
market value (determined in each case as of the date such options are granted)
in excess of $25,000.  This limitation applies only to options granted under
"employee stock purchase plans" as defined by (S)423 of the Code, and does not
limit the amount of stock which an Optionee may purchase under any other stock
option or bonus plans then in effect.


ARTICLE VI.   TERM OF PLAN:

     The term of said Plan shall be for a period commencing on January 1,
1997, and ending on December 31, 2008, unless terminated earlier by the
exhaustion of the Available Shares or pursuant to Article VIII.


ARTICLE VIII.   AMENDMENT AND TERMINATION BY THE COMMITTEE:

     The Committee may, from time to time, alter, amend, suspend or
discontinue the Plan at any time without notice, including the right to
revoke future Offering Periods, provided that no Optionee's existing rights
in the then-current Offering Period are adversely affected thereby; provided
further, upon any such amendment or modification, all Optionees shall continue
to have the same rights and privileges as other Optionees (except as otherwise
provided for in Article IV hereof); and provided further, that no such
amendment of the Plan shall, except as provided in subsection (h) of Article V
hereof: (a) increase above four million five hundred thousand (4,500,000) the
Available Shares which may be offered under the Plan; (b) change the formula
by which the price for which the Common Stock shall be sold is determined; or
(c) increase the maximum number of shares which any Optionee may purchase.
The Board of Directors shall submit any amendments to the shareholders of the
Corporation for approval to the extent necessary to maintain compliance with
the requirements of Rule 16b-3 of the Exchange Act.

EX-5.1

                                                                 EXHIBIT 5.1






May 24, 2004



Board of Directors
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215

Dear Sirs:

      I am acting as counsel to Laboratory Corporation of America Holdings, a
Delaware corporation (the "Company"), in connection with the preparation,
execution, filing and processing with the Securities and Exchange Commission
(the "Commission"), pursuant to the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the issuance and sale of up to 1,500,000 shares (the "Shares") of
common stock, par value $.10 per share (the "Common Stock"), reserved for
issuance under the Company's Employee Stock Purchase Plan (the "Plan"), in
addition to the 3,000,000 shares of Common Stock originally reserved under the
Plan and previously registered on the Company's Registration Statements on
Forms S-8 (File Nos. 333-17793 and 333-94331), as adjusted to reflect the
one-for-ten stock split effective May 4, 2000 and the two-for-one stock
splits effective June 11, 2001 and May 10, 2002.  This opinion is furnished
to you for filing with the Commission pursuant to Item 601(b)(5) of Regulation
S-K promulgated under the Act.

      In my representation of the Company, I have examined the Registration
Statement, the Plan, the Company's Amended and Restated Certificate of
Incorporation and By-Laws, as amended to date, certain actions of the
Company's Board of Directors recorded in the Company's minute book, the form
of certificate evidencing the Shares and such other documents as I have
considered necessary for purposes of rendering the opinion expressed below.

      Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized for issuance and, subject to the issuance of such Shares in
accordance with the provisions of the Plan, the Shares, when issued, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Company.

      The opinions expressed herein are limited to the laws of the State of
North Carolina, the Delaware General Corporation Law, the applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws and the Act.  I am a member of the Bar of the State
of New Jersey and, although I am not a member of the Bar of the State of
Delaware or the Bar of the State of North Carolina, I have made such
examination of the laws and regulations of the State of Delaware and of the
State of North Carolina as I have deemed necessary to make the opinions set
forth herein.

      I hereby consent to the use of this opinion letter as Exhibit 5.1 to
the Registration Statement.  In giving this consent, I do not admit that I am
in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.

                                    Very truly yours,

                                    /s/ BRADFORD T. SMITH

                                    Bradford T. Smith
                                    Executive Vice President,
                                    Chief Legal Counsel and Secretary

EX-23.1

                                                                 EXHIBIT 23.1



                      LABORATORY CORPORATION OF AMERICA HOLDINGS

                 AMENDMENTS TO THE 1997 EMPLOYEE STOCK PURCHASE PLAN

                         CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 2004 relating to the
financial statements and financial statement schedule of Laboratory
Corporation of American Holdings (the "Company"), which appear in the
Company's Annual Report on Form 10-K for the year ended December 31, 2003.



Greensboro, North Carolina
May 24, 2004