FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SMITH BRADFORD T   2. Issuer Name and Ticker or Trading Symbol LABORATORY CORP OF AMERICA HOLDINGS [LH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chf Legal Offcr,Secretary (Last) (First) (Middle) 430 SOUTH SPRING STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2004 (Street) BURLINGTON, NC 27215 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (1) 12/31/2004   M   1,928 A $ 33.0625 99,925.1481 (2) D   Common Stock (1) 12/31/2004   M   5,608 A $ 39.34 105,533.1481 (2) D   Common Stock (1) 12/31/2004   S   7,536 D $ 50 97,997.1481 (2) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified Stock Options (1) (3)

$ 33.0625

12/31/2004

M

1,928

02/05/2002(4)

02/05/2011

Common Stock

1,928

$ 33.0625

15,556

D

Non-qualified Stock Options (1) (3)

$ 39.34

12/31/2004

M

5,608

01/07/2003(4)

01/07/2012

Common Stock

5,608

$ 39.34

43,592

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH BRADFORD T 430 SOUTH SPRING STREET BURLINGTON, NC 27215			EVP, Chf Legal Offcr,Secretary

Signatures

By: /s/ BRADFORD T. SMITH		01/04/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to a plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.
(2)	Amount shown reflects a 2-for-1 stock split effective on May 10, 2002.
(3)	Common stock purchase option granted under the Laboratory Corporation of America Holdings 2000 Stock Incentive Plan.
(4)	The option vests in three equal installments beginning on the date reflected in this column.

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