SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1


[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
       ACT OF 1934

                      FOR THE YEAR ENDED DECEMBER 31, 1998

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ____________ TO ____________.

                                 AMERIPATH, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                       DELAWARE                               65-0642485
             (State or Other Jurisdiction                  (I.R.S. Employer
            Incorporation or Organization)                Identification No.)

            7289 GARDEN ROAD, SUITE 200, RIVIERA BEACH, FLORIDA 33404
                    (Address of Principal Executive Offices)

         Registrant's Telephone Number, Including Area Code: (561) 845-1850

         Securities Registered Pursuant to Section 12(B) of the Act:

         Securities Registered Pursuant to Section 12(G) of the Act:

                     COMMON STOCK (PAR VALUE $.01 PER SHARE)
                                (Title of Class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         The aggregate market value of voting stock held by non-affiliates of
the Registrant as of March 12, 1999 was approximately $154.9 million based on
the $8.125 closing sale price for the Common Stock on the NASDAQ National Market
System on such date. For purposes of this computation, all executive officers
and directors of the Registrant have been deemed to be affiliates. Such
determination should not be deemed to be an admission that such directors and
officers are, in fact, affiliates of the Registrant.

         The number of shares of Common Stock of the Registrant outstanding as
of March 12, 1999 was 21,085,891.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement relating to the
Registrant's 1999 Annual Meeting of Shareholders to be filed with the Securities
and Exchange Commission no later than 120 days after the end of the year covered
by this Report are incorporated by reference into Part III of this Report.

<PAGE>

The foregoing amendment to the cover page of this Form 10-K, previously filed
with the Securities and Exchange Commission on March 23, 1999, was made to
revise the paragraph disclosing the market value of stock held by
non-affiliates.


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended Report to be
signed on its behalf by the undersigned, thereunto duly authorized, in Riviera
Beach, Florida, on April 7, 1999.

                                            AMERIPATH, INC.

                                            /s/      ROBERT P. WYNN
                                                     --------------
                                                     Robert P. Wynn,
                                                     EXECUTIVE VICE PRESIDENT,
                                                     CHIEF FINANCIAL OFFICER
                                                     AND SECRETARY