EXHIBIT 4.1

     The Laboratory Corporation of America Holdings 1997 Employee Stock
Purchase Plan was amended, effective June 16, 1999, to replace Article IV of
such plan with the following:

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 seven million five hundred
thousand (7,500,000) 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 ss.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 ss.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.


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