Exhibit 4.c


                  LABORATORY CORPORATION OF AMERICA HOLDINGS

                  1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


   1.    Purpose

         The purpose of the Laboratory Corporation of America Holdings 1995
Stock Plan for Non-Employee Directors (the "Plan") is to promote the interests
of Laboratory Corporation of America Holdings (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, par value $.01 per share (the "Shares"), of
the Company.

   2.    Definitions

         As used herein, the following terms shall have the following meanings:

         "Common Stock Unit" shall mean the bookkeeping entry representing the
equivalent of one Share.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder.

         "Fair Market Value" per Share shall mean (i) the closing sales price
per Share on a national securities exchange for the last date preceding the
Retainer Payment Date on which there was a sale of such Shares on such
exchange, (ii) if the Shares are then traded on an over-the-counter market, the
average of the closing bid and asked prices for the Shares in such
over-the-counter market for the last date preceding the Retainer Payment Date
on which there was such a sale of such Shares in such market or (iii) if the
Shares are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Board may determine.

         "Retainer" shall mean the retainer payable to an Eligible Director
(as defined in Section 4) for any calendar month before any reduction pursuant
to this Plan, which Retainer may not be changed more often than once every six
months.

         "Retainer Payment Date" shall mean the 25th day of the month
preceding the month for which the retainer is due or, if such date is not a
business day, the next succeeding business day.

   3.    Administration

         The Plan shall be administered by the Company's Board of Directors
(the "Board").  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 the Plan and to make all other determinations
necessary or advisable for the administration of the Plan; provided, however,
that the Board shall have no discretion with respect to the selection of
directors to receive Shares, the number of Shares to be received, or the
timing of grants of Shares under the Plan, all of which shall be determined in
accordance with the provisions of this Plan.  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 purposes thereof.
The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the
laws of the State of Delaware.

   4.    Eligibility

         The class of individuals eligible to receive grants of options under
the Plan shall be directors of the Company who are not employees of the
Company or its affiliates ("Eligible Directors").  Any holder of Shares
granted hereunder shall hereinafter be referred to as a "Participant."

   5.    Shares Subject to the Plan

         Subject to adjustment as provided in Section 7, an aggregate of
25,000 Shares shall be available for grant under the Plan.  The Shares issued
upon the exercise of options may be made available from authorized but
unissued Shares or treasury Shares.

   6.    Grant of Shares

         (a)  Except as set forth in subsection (b) below, on and after the
Effective Date (as defined in Section 12), 50% of the Retainer of each
Participant payable shall automatically be paid in the form of that number of
Shares that results from dividing (i) 50% of the Retainer by (ii) the Fair
Market Value on the Retainer Payment Date.  Cash shall be paid to a
Participant in lieu of a fractional Share.

         (b)  Notwithstanding subsection (a) above, with respect to any
Retainer Payment Date that occurs prior to the day of the 1995 Annual
Shareholders Meeting, payment of 50% of the Retainer of each Participant shall
be in the form of that number of Common Stock Units that results from dividing
(i) 50% of the Retainer by (ii) the Fair Market Value on such Retainer Payment
Date.  Each such Common Stock Unit shall be paid by delivery of one Share to
such Participant promptly following the day of the 1995 Annual Shareholders
Meeting; provided that in the event the Plan is not approved by shareholders
at the Company's 1995 Annual Shareholders Meeting, each such Common Stock Unit
shall be paid in cash in an amount equal to the Fair Market Value on the day
of the 1995 Annual Shareholders Meeting.  Cash shall be paid to a Participant
in lieu of a fractional Share.

   7.    Listing and Registration

         Each Share shall be subject to the requirement that if at any time
the Board shall determine, in its discretion, that the listing, registration
or qualification of such Share upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
granting of such Share, no such Share may be disposed of unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Board.


   8.    Adjustment of and Changes in Shares

         In the event of a stock split, stock dividend, subdivision or
combination of the Shares or other change in corporate structure affecting the
Shares, the number of Shares authorized by the Plan shall be increased or
decreased proportionately, as the case may be, and the number of Shares
subject to any outstanding grant shall be increased or decreased
proportionately, as the case may be.

   9.    No Rights of Shareholders

         Neither a Participant nor a Participant's legal representative shall
be, or have any of the rights and privileges of, a shareholder of the Company
in respect of any Shares unless and until certificates for such Shares shall
have been issued.

   10.   Plan Amendments

         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, without the authorization and approval of
shareholders of the Company, make any amendment that would require shareholder
approval under Rule 16b-3 of the Exchange Act or state law.  The provisions of
Sections 4 and/or 6 may not be amended more often than once every six months,
other than to comport with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act, or the rules under
either such statute.

   11.   Effective Date and Duration of Plan

         The Plan shall become effective as of May 25, 1995 (the "Effective
Date"), subject to the approval of shareholders at the Company's 1995 Annual
Shareholders Meeting.  The Plan shall terminate the day following the third
Annual Shareholders Meeting at which Directors are elected succeeding the
Annual Shareholders Meeting at which the Plan was approved by shareholders,
unless the Plan is extended or terminated at an earlier date by shareholders
or is terminated by exhaustion of the Shares available for issuance hereunder.