<PAGE>
 
   As filed with the Securities and Exchange Commission on December 20, 1996
                                                            Registration No. 33-
===============================================================================

                      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
                            Princeton, New Jersey 08540-6233
                                                                (I.R.S. Employer
(State of Incorporation)         (Address of principal   Identification Number) 
                                  executive offices) 
                                    (Zip Code)       

                   COVANCE INC. EMPLOYEE STOCK PURCHASE 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)

                                   Copy to:
                            Dechert Price & Rhoads
                           4000 Bell Atlantic Tower
                               1717 Arch Street
                       Philadelphia, Pennsylvania  19103
                   Attention: Herbert F. Goodrich, Jr., Esq.
                                (215) 994-2905

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
 
                                                Proposed     Proposed
Title of                                        maximum      maximum
securities                   Amount             offering     aggregate      Amount of
to be                        to be              price per    offering       registration
registered                   registered         share(1)     price(1)       fee        
-----------------------------------------------------------------------------------------------
<S>                          <C>                <C>          <C>            <C> 
Common Stock, par
  value $.01 per share       1,000,000 shares   $21.25       $21,250,000    $7,327.59
-----------------------------------------------------------------------------------------------
</TABLE>
(1)   Estimated solely for purposes of determining the registration fee in
      accordance with Rule 457(h) under the Securities Act of 1933 on the basis
      of $25.00 per share and reflecting that purchases under the plan will be
      made at 85% of the share's fair market value.
===============================================================================
<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.  Form 10 filed with the Commission on November 26, 1996
     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 description of the Common Stock of the Company contained
     in the Company's Registration Statement on Form 10 filed with 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 filed with 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 has an
indirect interest in an indeterminable number of shares of the Common Stock by
virtue of the Distribution (as defined below) of the Company's Common Stock upon
the conversion of Corning Incorporated shares of common stock, stock options,
restricted shares or other securities held by Mr. Hurwitz.  The conversion of
all such Corning Incorporated securities will not occur, and the exact amount of
the Company's Common Stock to be distributed to Mr. Hurwitz will not be
determined, until the effective date of the Distribution.  The description of
the Distribution of the Company's Common Stock is incorporated by reference to
Registrant's Form 10 filed with 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.

                                       1
<PAGE>
 
Item 6. Indemnification of Directors and Officers.

        As permitted by Delaware Law, the Company's 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 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   Covance Inc. Employee Stock Purchase Plan (incorporated by
              reference to Exhibit 10.8 to Registrant's Registration Statement
              on Form 10-A filed with the Securities and Exchange Commission on
              November 19, 1996 (Registration No. 001-12213)).

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


        23.1  Consent of Price Waterhouse LLP.

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

                                       2
<PAGE>
 
        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 Act and will be governed by the final adjudication of such
issue.  

                                       3
<PAGE>
 
                                  SIGNATURES

     The Company. Pursuant to the requirements of the Securities Act, 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 December 19,
1996.

 

                                       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 Diana I. Faillace 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
---------                     -----                           ----

/s/ Christopher A. Kuebler                             
--------------------------   Chairman               
CHRISTOPHER A. KUEBLER       President,                       December 19, 1996
                             Chief Executive Officer                     
                             and Director                                
                                                                         
/s/ Van C. Campbell                                                      
--------------------------   Director                         December 19, 1996 
VAN C. CAMPBELL                                                          
                                                                         
/s/ William C. Ughetta                                                   
-------------------------    Director                         December 19, 1996 
WILLIAM C. UGHETTA                                                       
                                                                         

--------------------------   Director                         December   , 1996 
ROGER G. ACKERMAN                                                      --
 

                                       4
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

  Exhibit No.       Document                            
  ----------        --------                            

 
 
     4.1   Covance Inc. Employee Stock Purchase Plan (incorporated by reference
           to Exhibit 10.8 to Registrant's Registration Statement on Form 10-A
           filed with the Securities and Exchange Commission on November 19,
           1996 (Registration No. 001-12213)).

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


     23.1  Consent of Price Waterhouse LLP.

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

     24.1  Power of Attorney (included on Signature Page).
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 19185}]
{"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": "333-18493", "film-number": "96684408"}, "business-address": {"street1": "210 CARNEGIE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6094528550"}, "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 December 20, 1996
                                                            Registration No. 33-
===============================================================================

                      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
                            Princeton, New Jersey 08540-6233
                                                                (I.R.S. Employer
(State of Incorporation)         (Address of principal   Identification Number) 
                                  executive offices) 
                                    (Zip Code)       

                   COVANCE INC. EMPLOYEE STOCK PURCHASE 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)

                                   Copy to:
                            Dechert Price & Rhoads
                           4000 Bell Atlantic Tower
                               1717 Arch Street
                       Philadelphia, Pennsylvania  19103
                   Attention: Herbert F. Goodrich, Jr., Esq.
                                (215) 994-2905

                        CALCULATION OF REGISTRATION FEE
Proposed     Proposed
Title of                                        maximum      maximum
securities                   Amount             offering     aggregate      Amount of
to be                        to be              price per    offering       registration
registered                   registered         share(1)     price(1)       fee        
-----------------------------------------------------------------------------------------------
Common Stock, par
  value $.01 per share       1,000,000 shares   $21.25       $21,250,000    $7,327.59
-----------------------------------------------------------------------------------------------
(1)   Estimated solely for purposes of determining the registration fee in
      accordance with Rule 457(h) under the Securities Act of 1933 on the basis
      of $25.00 per share and reflecting that purchases under the plan will be
      made at 85% of the share's fair market value.
===============================================================================
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.  Form 10 filed with the Commission on November 26, 1996
     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 description of the Common Stock of the Company contained
     in the Company's Registration Statement on Form 10 filed with 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 filed with 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 has an
indirect interest in an indeterminable number of shares of the Common Stock by
virtue of the Distribution (as defined below) of the Company's Common Stock upon
the conversion of Corning Incorporated shares of common stock, stock options,
restricted shares or other securities held by Mr. Hurwitz.  The conversion of
all such Corning Incorporated securities will not occur, and the exact amount of
the Company's Common Stock to be distributed to Mr. Hurwitz will not be
determined, until the effective date of the Distribution.  The description of
the Distribution of the Company's Common Stock is incorporated by reference to
Registrant's Form 10 filed with 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.

                                       1
Item 6. Indemnification of Directors and Officers.

        As permitted by Delaware Law, the Company's 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 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   Covance Inc. Employee Stock Purchase Plan (incorporated by
              reference to Exhibit 10.8 to Registrant's Registration Statement
              on Form 10-A filed with the Securities and Exchange Commission on
              November 19, 1996 (Registration No. 001-12213)).

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

        23.1  Consent of Price Waterhouse LLP.

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

                                       2
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 Act and will be governed by the final adjudication of such
issue.  

                                       3
SIGNATURES

     The Company. Pursuant to the requirements of the Securities Act, 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 December 19,
1996.

 

                                       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 Diana I. Faillace 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
---------                     -----                           ----

/s/ Christopher A. Kuebler                             
--------------------------   Chairman               
CHRISTOPHER A. KUEBLER       President,                       December 19, 1996
                             Chief Executive Officer                     
                             and Director                                
                                                                         
/s/ Van C. Campbell                                                      
--------------------------   Director                         December 19, 1996 
VAN C. CAMPBELL                                                          
                                                                         
/s/ William C. Ughetta                                                   
-------------------------    Director                         December 19, 1996 
WILLIAM C. UGHETTA                                                       
                                                                         

--------------------------   Director                         December   , 1996 
ROGER G. ACKERMAN                                                      --
 

                                       4
EXHIBIT INDEX
                                 -------------

  Exhibit No.       Document                            
  ----------        --------                            

 
 
     4.1   Covance Inc. Employee Stock Purchase Plan (incorporated by reference
           to Exhibit 10.8 to Registrant's Registration Statement on Form 10-A
           filed with the Securities and Exchange Commission on November 19,
           1996 (Registration No. 001-12213)).

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

     23.1  Consent of Price Waterhouse LLP.

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

     24.1  Power of Attorney (included on Signature Page).