<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
                                                    REGISTRATION NO. 333-_______

--------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                  COVANCE INC.
             (Exact name of Registrant as specified in its Charter)

<TABLE>

<S>                             <C>                                            <C>
         DELAWARE                         210 CARNEGIE CENTER                       22-3265977
  (State of Incorporation)          PRINCETON, NEW JERSEY 08540-6233              (I.R.S. Employer
                                (Address of principal executive offices)       Identification Number)

</TABLE>


                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                            (Full Title of the Plan)

                            Jeffrey S. Hurwitz, Esq.
                        Corporate Senior Vice President,
                          General Counsel and Secretary
                                  Covance Inc.
                               210 Carnegie Center
                        Princeton, New Jersey 08540-6233
                     (Name and address of agent for service)

                                 (609) 452-4430
          (Telephone number, including area code, of agent for service)







<TABLE>
<CAPTION>


                                                   CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
                                                Proposed Maximum       Proposed Maximum        Amount of
Title of  Securities to  Amount to be           Offering Price  per    Aggregate Offering      Registration Fee
be Registered            Registered             Share(1)               Price(1)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S>                      <C>                    <C>                    <C>                     <C>
Common Stock, Par
Value $.01 per share     300,000                $25.01                 $3,614,145              $1,005
------------------------ ---------------------- ---------------------- ----------------------- ----------------------

</TABLE>


(1)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(c) and (h) under the Securities Act of 1933,
     as follows (i) in the case of 42,000 shares underlying options granted
     and outstanding under the Plan on the date of filing of this Registration
     Statement, based on the aggregate exercise price of $1,050,270 which
     averages $25.01 per share, and (ii) in the case of 258,000 shares which
     remain available for grant under the Plan on the date of filing of this
     Registration Statement, based on the average of the high and low prices
     of the registrant's Common Stock on November 5, 1999.


<PAGE>

                                     PART I
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.

ITEM 2.  COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed by Covance Inc. ("the
Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement as of their respective
dates:

                  1. The Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998 filed pursuant to the Securities Exchange
         Act of 1934, as amended (the "Exchange Act"), containing audited
         financial statements for the Registrant's latest fiscal year, including
         any amendment or report filed for the purpose of updating such
         description.

                  2. The Company's Quarterly Report on Form 10-Q for the period
         ending March 31, 1999.

                  3. The Company's Quarterly Report on Form 10-Q for the period
         ending June 30, 1999.

                  4. The Company's Quarterly Report on Form 10-Q for the
         period ending September 30, 1999.

                  5. The Company's Proxy Statement in connection with the 1999
         Annual Meeting of Shareholders filed with the Commission on March 8,
         1999.

                  6. The Company's Current Reports on Form 8-K filed with the
         Commission on May 4, 1999 and June 25, 1999.

                  7. The description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 10, declared effective by
         the Commission on November 26, 1996 pursuant to Section 12(b) of the
         Exchange Act, including any amendment or report filed for the purpose
         of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the
Commission of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or effects the
deregistration of the balance of such securities then remaining unsold shall be


<PAGE>

deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Incorporated by reference to Registrant's Form 10 declared effective by
the Commission on November 26, 1996 pursuant to Section 12(b) of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Jeffrey S. Hurwitz, Corporate Senior Vice President, General Counsel
and Secretary of the Company, issued the opinion as to the legality of
securities being registered herein, attached as Exhibit 5.1 hereto. Mr. Hurwitz
participates in the Company stock and option benefit plans and holds directly
shares of the Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by the Delaware Law, the Company's Restated Certificate of
Incorporation provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, relating to prohibited dividends or distributions or the repurchase or
redemption of stock or (iv) for any transaction from which the director derives
an improper personal benefit. In addition, the Company's Restated Certificate of
Incorporation provides for indemnification of the Company's officers and
directors to the fullest extent permitted under Delaware law. Section 145 of the
Delaware Law provides that a corporation may indemnify any persons, including
officers and directors, who were or are, or are threatened to be made, parties
to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that such person
was an officer, director, employee or agent of such corporation or is or was
serving at the request of such corporation as an officer, director, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.


<PAGE>

         The directors and officers of the Company are insured against certain
liabilities under the Company's directors' and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed herewith:

         Exhibit
            NO.            DOCUMENT

         4.1               1998 Non-Employee Director Stock Option Plan

         5.1               Opinion of General Counsel as to the legality of
                           securities being registered.

         23.1              Consent of PricewaterhouseCoopers LLP.

         23.2              Consent of General Counsel (contained in the opinion
                           filed as Exhibit 5.1 to this Registration Statement).

         24.1              Power of Attorney (included on Signature Page).

ITEM 9.  UNDERTAKINGS.

         The undersigned Company hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

                   (i) to include any prospectus required by Section 10(a)(3) of
         the Securities Act.

                   (ii) to reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in this Registration Statement.


<PAGE>

                   (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

PROVIDED, HOWEVER, that paragraphs (i) and (ii) of this section do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) that, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Princeton and State of New Jersey on November
10, 1999.

                                COVANCE INC.

                         By: /S/ CHRISTOPHER A. KUEBLER
                               Christopher A. Kuebler
                               Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Jeffrey S. Hurwitz and Ross A. Hyams each of them, his true and lawful
attorneys-in-fact and agents each with full power of substitution and
resubstitution for him in any and all capacities to sign any and all amendments
(including pre- or post-effective amendments) to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, hereby ratifying and confirming all that
each such attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                 SIGNATURE                                 TITLE                            DATE
<S>                                       <C>                                         <C>
                                          Chairman of the Board,
/S/ CHRISTOPHER A. KUEBLER                President and Chief Executive Officer
Christopher A. Kuebler                    (Principal Executive Officer)               November 10, 1999

                                          Corporate Senior Vice President and
/S/ CHARLES C. HARWOOD, JR.               Chief Financial Officer (Principal
Charles C. Harwood, Jr.                   Financial Officer)                          November 10, 1999

/S/ MICHAEL GIANNETTO                     Vice President and Controller
Michael Giannetto                         (Principal Accounting Officer)              November 10, 1999

/S/ ROBERT M. BAYLIS
Robert M. Baylis                          Director                                    November 10, 1999

/S/ VAN C. CAMPBELL
Van C. Campbell                           Director                                    November 10, 1999

/S/ IRWIN LERNER
Irwin Lerner                              Director                                    November 10, 1999

/S/ J. RANDALL MACDONALD
J. Randall MacDonald                      Director                                    November 10, 1999

/S/ NIGEL W. MORRIS
Nigel W. Morris                           Director                                    November 10, 1999

/S/ KATHLEEN G. MURRAY
Kathleen G. Murray                        Director                                    November 10, 1999

/S/ WILLIAM A. UGHETTA
William A. Ughetta                        Director                                    November 10, 1999

</TABLE>


<PAGE>

                                  EXHIBIT INDEX



EXHIBIT NO        DOCUMENT                                              PAGE NO.


4.1               1998 Non-Employee Director Stock Option Plan. FILED
                  HEREWITH.

5.1               Opinion of the General Counsel as to the legality
                  of securities being REGISTERED. FILED HEREWITH.

23.1              Consent of PricewaterhouseCoopers LLP.  FILED HEREWITH.

23.2              Consent of General Counsel (contained in opinion
                  filed as Exhibit 5.1 to this Registration
                  Statement). FILED HEREWITH.

24.1              Power of Attorney (included on Signature Page).
                  FILED HEREWITH.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19337}]
{"company-data": {"conformed-name": "COVANCE INC", "cik": "0001023131", "assigned-sic": "8731", "irs-number": "223265977", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90779", "film-number": "99748305"}, "business-address": {"street1": "210 CARNEGIE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6094524440"}, "mail-address": {"street1": "CORNING PHARMACEUTICAL SERVICES INC", "street2": "210 CARNEGIE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08540"}, "former-company": {"former-conformed-name": "CORNING PHARMACEUTICAL SERVICES INC", "date-changed": "19960917"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
                                                    REGISTRATION NO. 333-_______

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  COVANCE INC.
             (Exact name of Registrant as specified in its Charter)
DELAWARE                         210 CARNEGIE CENTER                       22-3265977
  (State of Incorporation)          PRINCETON, NEW JERSEY 08540-6233              (I.R.S. Employer
                                (Address of principal executive offices)       Identification Number)
1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                            (Full Title of the Plan)

                            Jeffrey S. Hurwitz, Esq.
                        Corporate Senior Vice President,
                          General Counsel and Secretary
                                  Covance Inc.
                               210 Carnegie Center
                        Princeton, New Jersey 08540-6233
                     (Name and address of agent for service)

                                 (609) 452-4430
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
                                                Proposed Maximum       Proposed Maximum        Amount of
Title of  Securities to  Amount to be           Offering Price  per    Aggregate Offering      Registration Fee
be Registered            Registered             Share(1)               Price(1)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, Par
Value $.01 per share     300,000                $25.01                 $3,614,145              $1,005
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
(1)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(c) and (h) under the Securities Act of 1933,
     as follows (i) in the case of 42,000 shares underlying options granted
     and outstanding under the Plan on the date of filing of this Registration
     Statement, based on the aggregate exercise price of $1,050,270 which
     averages $25.01 per share, and (ii) in the case of 258,000 shares which
     remain available for grant under the Plan on the date of filing of this
     Registration Statement, based on the average of the high and low prices
     of the registrant's Common Stock on November 5, 1999.
PART I
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.

ITEM 2.  COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed by Covance Inc. ("the
Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement as of their respective
dates:

                  1. The Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998 filed pursuant to the Securities Exchange
         Act of 1934, as amended (the "Exchange Act"), containing audited
         financial statements for the Registrant's latest fiscal year, including
         any amendment or report filed for the purpose of updating such
         description.

                  2. The Company's Quarterly Report on Form 10-Q for the period
         ending March 31, 1999.

                  3. The Company's Quarterly Report on Form 10-Q for the period
         ending June 30, 1999.

                  4. The Company's Quarterly Report on Form 10-Q for the
         period ending September 30, 1999.

                  5. The Company's Proxy Statement in connection with the 1999
         Annual Meeting of Shareholders filed with the Commission on March 8,
         1999.

                  6. The Company's Current Reports on Form 8-K filed with the
         Commission on May 4, 1999 and June 25, 1999.

                  7. The description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 10, declared effective by
         the Commission on November 26, 1996 pursuant to Section 12(b) of the
         Exchange Act, including any amendment or report filed for the purpose
         of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the
Commission of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or effects the
deregistration of the balance of such securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Incorporated by reference to Registrant's Form 10 declared effective by
the Commission on November 26, 1996 pursuant to Section 12(b) of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Jeffrey S. Hurwitz, Corporate Senior Vice President, General Counsel
and Secretary of the Company, issued the opinion as to the legality of
securities being registered herein, attached as Exhibit 5.1 hereto. Mr. Hurwitz
participates in the Company stock and option benefit plans and holds directly
shares of the Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by the Delaware Law, the Company's Restated Certificate of
Incorporation provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, relating to prohibited dividends or distributions or the repurchase or
redemption of stock or (iv) for any transaction from which the director derives
an improper personal benefit. In addition, the Company's Restated Certificate of
Incorporation provides for indemnification of the Company's officers and
directors to the fullest extent permitted under Delaware law. Section 145 of the
Delaware Law provides that a corporation may indemnify any persons, including
officers and directors, who were or are, or are threatened to be made, parties
to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that such person
was an officer, director, employee or agent of such corporation or is or was
serving at the request of such corporation as an officer, director, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
The directors and officers of the Company are insured against certain
liabilities under the Company's directors' and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed herewith:

         Exhibit
            NO.            DOCUMENT

         4.1               1998 Non-Employee Director Stock Option Plan

         5.1               Opinion of General Counsel as to the legality of
                           securities being registered.

         23.1              Consent of PricewaterhouseCoopers LLP.

         23.2              Consent of General Counsel (contained in the opinion
                           filed as Exhibit 5.1 to this Registration Statement).

         24.1              Power of Attorney (included on Signature Page).

ITEM 9.  UNDERTAKINGS.

         The undersigned Company hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

                   (i) to include any prospectus required by Section 10(a)(3) of
         the Securities Act.

                   (ii) to reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in this Registration Statement.
(iii) to include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

PROVIDED, HOWEVER, that paragraphs (i) and (ii) of this section do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) that, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Princeton and State of New Jersey on November
10, 1999.

                                COVANCE INC.

                         By: /S/ CHRISTOPHER A. KUEBLER
                               Christopher A. Kuebler
                               Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Jeffrey S. Hurwitz and Ross A. Hyams each of them, his true and lawful
attorneys-in-fact and agents each with full power of substitution and
resubstitution for him in any and all capacities to sign any and all amendments
(including pre- or post-effective amendments) to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, hereby ratifying and confirming all that
each such attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                 TITLE                            DATE
Chairman of the Board,
/S/ CHRISTOPHER A. KUEBLER                President and Chief Executive Officer
Christopher A. Kuebler                    (Principal Executive Officer)               November 10, 1999

                                          Corporate Senior Vice President and
/S/ CHARLES C. HARWOOD, JR.               Chief Financial Officer (Principal
Charles C. Harwood, Jr.                   Financial Officer)                          November 10, 1999

/S/ MICHAEL GIANNETTO                     Vice President and Controller
Michael Giannetto                         (Principal Accounting Officer)              November 10, 1999

/S/ ROBERT M. BAYLIS
Robert M. Baylis                          Director                                    November 10, 1999

/S/ VAN C. CAMPBELL
Van C. Campbell                           Director                                    November 10, 1999

/S/ IRWIN LERNER
Irwin Lerner                              Director                                    November 10, 1999

/S/ J. RANDALL MACDONALD
J. Randall MacDonald                      Director                                    November 10, 1999

/S/ NIGEL W. MORRIS
Nigel W. Morris                           Director                                    November 10, 1999

/S/ KATHLEEN G. MURRAY
Kathleen G. Murray                        Director                                    November 10, 1999

/S/ WILLIAM A. UGHETTA
William A. Ughetta                        Director                                    November 10, 1999
EXHIBIT INDEX

EXHIBIT NO        DOCUMENT                                              PAGE NO.

4.1               1998 Non-Employee Director Stock Option Plan. FILED
                  HEREWITH.

5.1               Opinion of the General Counsel as to the legality
                  of securities being REGISTERED. FILED HEREWITH.

23.1              Consent of PricewaterhouseCoopers LLP.  FILED HEREWITH.

23.2              Consent of General Counsel (contained in opinion
                  filed as Exhibit 5.1 to this Registration
                  Statement). FILED HEREWITH.

24.1              Power of Attorney (included on Signature Page).
                  FILED HEREWITH.