UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934



Amendment No.: 2*


Name of Issuer: Laboratory Corporation of America Holdings


Title of Class of Securities: Common Stock


CUSIP Number: 50540R40-9



* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

All share information contained in this filing, as it pertains to this
issuer, is as of 10/31/2002.


CUSIP No.: 50540R40-9					Page 2 of 5

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
    Janus Capital Management LLC
    EIN #75-3019302

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    a.   ___
    b.   _X_

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
         Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

    5.   SOLE VOTING POWER
         4,849,430**

    6.   SHARED VOTING POWER
         -0-

    7.   SOLE DISPOSITIVE POWER
         4,849,430**

    8.   SHARED DISPOSITIVE POWER
         -0-

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         4,849,430**

    10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         N/A

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    3.3%**

12. TYPE OF REPORTING PERSON
    IA, CO

**  See Item 4 of this filing



SCHEDULE 13G       					Page 3 of 5

Item 1.

    (a). Name of Issuer: Laboratory Corp. of America Hldgs ("Laboratory Corp")

    (b). Address of Issuer's Principal Executive Offices:

         358 South Main Street
         Burlington, NC 27215

Item 2.

    (a).-(c). Name, Principal Business Address, and Citizenship of Persons
              Filing:

         (1)  Janus Capital Management LLC ("Janus Capital")
              100 Fillmore Street
              Denver, Colorado  80206-4923
              Citizenship:  Colorado

    (d). Title of Class of Securities:  Common Stock

    (e). CUSIP Number:  50540R40-9

Item 3.

         Janus Capital is an Investment Adviser registered under Section 203 of
         the Investment Advisers Act of 1940.

Item 4.  Ownership

         The information in items 1 and 5 through 11 on the cover pages (pp. 2-
         3) on Schedule 13G is hereby incorporated by reference.

         Janus Capital is a registered investment adviser which furnishes
         investment advice to several investment companies registered under
         Section 8 of the Investment Company Act of 1940 and individual and
         institutional clients (collectively referred to herein as "Managed
         Portfolios").  As a result of its role as investment adviser or sub-
         adviser to the Managed Portfolios, Janus Capital may be deemed to be
         the beneficial owner of the shares of Laboratory Corp Common Stock
         held by such Managed Portfolios.  However, Janus Capital does not have
         the right to receive any dividends from, or the proceeds from the sale
         of, the securities held in the Managed Portfolios and disclaims any
         ownership associated with such rights.




SCHEDULE 13G                                          Page 4 of 5

Item 5.  Ownership of Five Percent or Less of a Class

         Janus Capital's Managed Portfolios, set forth in Item 4 above,
         have the right to receive all dividends from, and the proceeds
         from the sale of, the securities held in their respective
         accounts.

         This statement is being filed to report the fact that the
         reporting persons have ceased to be the beneficial owners of more
         than five percent of the class of securities.

         These shares were acquired in the ordinary course of business,
         and not with the purpose of changing or influencing control of
         the Issuer.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

         N/A

Item 7.  Identification and Classification of the Subsidiary Which
         Acquired the Security Being Reported on by the Parent Holding
         Company

         N/A

Item 8.  Identification and Classification of Members of the Group

         N/A

Item 9.  Notice of Dissolution of Group

         N/A

Item 10. Certification

         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were acquired in the
         ordinary course of business and were not acquired for the purpose
         of and do not have the effect of changing or influencing the
         control of the issuer of such securities and were not acquired in
         connection with or as a participant in any transaction having
         such purposes or effect.


SCHEDULE 13G       					Page 5 of 5


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

JANUS CAPITAL MANAGEMENT LLC

By  /s/  Heidi J. Walter                       11/07/2002
  Heidi J. Walter,                                  Date
    Vice President and Assistant General Counsel