As filed with the Securities and Exchange Commission on January 12, 2007
                                                 Registration No. 333-
================================================================================

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

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

                               Convera Corporation
             (Exact name of Registrant as specified in its charter)

             Delaware                                            54-1987541
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                          1921 Gallows Road, Suite 200
                             Vienna, Virginia 22182
                    (Address of principal executive offices)

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

         Convera Corporation Amended and Restated 2000 Stock Option Plan
                            (Full title of the plan)

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

                                Patrick C. Condo
                             Chief Executive Officer
                               Convera Corporation
                          1921 Gallows Road, Suite 200
                             Vienna, Virginia 22182
                     (Name and address of agent for service)

                                 (703) 761-3700
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:

                               Peter DiIorio, Esq.
                                Heller Ehrman LLP
                               Times Square Tower
                                 7 Times Square
                            New York, New York 10036
                           Telephone - (212) 832-8300

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                 CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
  Title of each class of securities        Amount to be          Proposed maximum            Proposed maximum          Amount of
           to be registered                 registered       offering price per share    aggregate offering price   registration fee
--------------------------------------- -------------------- -------------------------- --------------------------- ----------------
   Common Stock, $0.01 par value per
   share .............................      3,000,000 (1)            $4.16 (2)                 $12,480,000              $1,336

</TABLE>

_____________________
(1)  This  Registration  Statement  covers the  additional  3,000,000  shares of
     common stock approved by the stockholders of Convera  Corporation.  on July
     18, 2006, that are issuable pursuant to Convera  Corporation's  Amended and
     Restated 2000 Stock Option Plan, plus an indeterminate number of additional
     shares which may be offered and issued to prevent  dilution  resulting from
     stock splits, stock dividends or similar transactions.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) and Rule 457(c)  under the  Securities  Act of
     1933, as amended,  based upon the average of the high and low prices of the
     registrant's Common Stock on the Nasdaq Global Market on January 10, 2007.

<PAGE>


                                     PART I
               INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS

ITEM 1.           PLAN INFORMATION.*

ITEM 2.           REGISTRANT 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 Rule 428 under
the Securities Act and the 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 with the Securities and Exchange  Commission
(the "Commission") are hereby incorporated by reference:

     (a)      The  registrant's  Annual  Report on Form 10-K for the year  ended
January 31, 2006,  filed with the Commission  filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     (b)      The  registrant's  Quarterly Reports on Form 10-Q for the quarters
ended April 30, 2006, July 31, 2006 and October 31, 2006.

     (c)      The registrant's Current Reports dated February 13, 2006, February
16, 2006,  February 22, 2006,  February 28, 2006,  May 24, 2006,  June 29, 2006,
July 24, 2006, August 23, 2006 and December 6, 2006.

     (d)      All  other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal period covered by the Transition Report
referred to in (a) above.

     (e)      The  description of the Company's Common Stock, par value $.01 per
share,  as contained in a  registration  statement on Form 8-A filed on November
21, 2000,  including  any  amendment or report filed for the purpose of updating
such description.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
part hereof from the date of filing such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     DELAWARE  GENERAL  CORPORATION  LAW. Section 145(a) of the Delaware General
Corporation Law (the "GCL")  provides that a Delaware  corporation may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation  or  enterprise,  against  expenses,  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.

                                       1
<PAGE>


     Section  145(b)  of the  GCL  provides  that  a  Delaware  corporation  may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter as to which  such  person  shall  have  been  adjudged  to be liable  for
negligence  or  misconduct  in  the  performance  of  his  or  her  duty  to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to be  indemnified  for such expenses which the court shall
deem proper.

     Section  145 of the GCL further  provides  that to the extent a director or
officer of a corporation has been successful in the defense of any action,  suit
or  proceeding  referred to in  subsection  (a) and (b) or in the defense of any
claim,  issue or matter  therein,  such officer or director shall be indemnified
against  expenses  actually and reasonably  incurred by him or her in connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the  corporation  may purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  against any liability  asserted  against
such  officer or director  and  incurred  by him or her in any such  capacity or
arising out of his or her status as such,  whether or not the corporation  would
have the power to indemnify  him or her against such  liabilities  under Section
145.

     CERTIFICATE OF INCORPORATION AND BYLAWS.  The registrant's  Bylaws provide,
pursuant to Section 145 of the GCL, for indemnification of officers,  directors,
employees and agents of the registrant and persons serving at the request of the
registrant  in such  capacities  within  other  business  organizations  against
certain  losses,  costs,  liabilities  and expenses  incurred by reason of their
position with the registrant or such other business organizations. Additionally,
the Bylaws provide for such  indemnification to continue as to such persons even
after they have ceased holding their position with the registrant.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

ITEM 8.           EXHIBITS.

                   Exhibit
                   Number
                   ------
                   5.1      Opinion of Heller Ehrman LLP.

                   23.1     Consent  of Heller Ehrman LLP (included in Exhibit
                            5.1).

                   23.2     Consent of Independent Registered Public Accounting
                            Firm.

                   24.1     Powers of Attorney  (included in signature page to
                            this registration statement).
                   ---------


ITEM 9.           UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

                                       2
<PAGE>

          (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 the  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 the effective  registration
          statement; and

               (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  (a)(1)(i) and (a)(1)(ii) above 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 registrant  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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant'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.

     (c)  Insofar  as the  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  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 registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in a successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the registrant 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 of 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.



                            [Signature Pages Follow]

                                       3
<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
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 Vienna,  Commonwealth  of  Virginia,  on January 12,
2007.

                            Convera Corporation

                            By:       /s/ Patrick C. Condo
                                      ------------------------------------------
                                      Patrick C. Condo
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  Patrick C. Condo and Matthew G. Jones,
jointly and severally,  his or her  attorneys-in-fact  and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place  or  stead,  in any and all  capacities,  to sign any  amendments  to this
Registration  Statement on Form S-8, and to file such amendments,  together with
exhibits and other  documents in connection  therewith,  with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the  attorneys-in-fact and agents,
or his or her  substitute or  substitutes,  may do or cause to be done by virtue
hereof.

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

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                 Signature                                         Title                                    Date

/s/ Patrick C. Condo                          President and Chief Executive Officer                   January 12, 2007
------------------------------------           (Principal Executive Officer)
Patrick C. Condo

/s/ Matthew G. Jones                          Chief Financial Officer, Treasurer and Secretary        January 12, 2007
------------------------------------           (Principal Financial and Accounting Officer)
Matthew G. Jones

/s/ Ronald J. Whittier                        Chairman of the Board                                   January 12, 2007
------------------------------------
Ronald J. Whittier

/s/ Herbert A. Allen                          Director                                                January 12, 2007
------------------------------------
Herbert A. Allen

/s/ Herbert A. Allen III                      Director                                                January 12, 2007
------------------------------------
Herbert A. Allen III

/s/ Stephen D. Greenberg                      Director                                                January 12, 2007
------------------------------------
Stephen D. Greenberg

/s/ John C. Botts                             Director                                                January 12, 2007
------------------------------------
John C. Botts

/s/ Eli S. Jacobs                             Director                                                January 12, 2007
------------------------------------
Eli S. Jacobs

/s/ Donald R. Keough                          Director                                                January 12, 2007
------------------------------------
Donald R. Keough

/s/ Ajay Menon                                Director                                                January 12, 2007
------------------------------------
Ajay Menon

/s/ Alexander F. Parker                       Director                                                January 12, 2007
------------------------------------
Alexander F. Parker
</TABLE>


                                       4
<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

/s/ Sydney Pollack                            Director                                                January 12, 2007
------------------------------------
Sydney Pollack

/s/ Carl J. Rickertsen                        Director                                                January 12, 2007
------------------------------------
Carl J. Rickertsen

                                              Director                                                January __, 2007
------------------------------------
Jeffrey White
</TABLE>



                                       5
<PAGE>
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{"company-data": {"conformed-name": "CONVERA CORP", "cik": "0001125536", "assigned-sic": "7372", "irs-number": "541987541", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139973", "film-number": "07529366"}, "business-address": {"street1": "1921 GALLOWS ROAD SUITE 200", "city": "VIENNA", "state": "VA", "zip": "22182", "phone": "7037615254"}, "mail-address": {"street1": "1921 GALLOWS ROAD", "street2": "SUITE 200", "city": "VIENNA", "state": "VA", "zip": "22182"}, "former-company": {"former-conformed-name": "EXCA HOLDINGS INC", "date-changed": "20001002"}}
As filed with the Securities and Exchange Commission on January 12, 2007
                                                 Registration No. 333-
================================================================================

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

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

                               Convera Corporation
             (Exact name of Registrant as specified in its charter)

             Delaware                                            54-1987541
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                          1921 Gallows Road, Suite 200
                             Vienna, Virginia 22182
                    (Address of principal executive offices)

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

         Convera Corporation Amended and Restated 2000 Stock Option Plan
                            (Full title of the plan)

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

                                Patrick C. Condo
                             Chief Executive Officer
                               Convera Corporation
                          1921 Gallows Road, Suite 200
                             Vienna, Virginia 22182
                     (Name and address of agent for service)

                                 (703) 761-3700
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:

                               Peter DiIorio, Esq.
                                Heller Ehrman LLP
                               Times Square Tower
                                 7 Times Square
                            New York, New York 10036
                           Telephone - (212) 832-8300
------------------------------------------------------------------------------------------------------------------------------------
                                                 CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
  Title of each class of securities        Amount to be          Proposed maximum            Proposed maximum          Amount of
           to be registered                 registered       offering price per share    aggregate offering price   registration fee
--------------------------------------- -------------------- -------------------------- --------------------------- ----------------
   Common Stock, $0.01 par value per
   share .............................      3,000,000 (1)            $4.16 (2)                 $12,480,000              $1,336
_____________________
(1)  This  Registration  Statement  covers the  additional  3,000,000  shares of
     common stock approved by the stockholders of Convera  Corporation.  on July
     18, 2006, that are issuable pursuant to Convera  Corporation's  Amended and
     Restated 2000 Stock Option Plan, plus an indeterminate number of additional
     shares which may be offered and issued to prevent  dilution  resulting from
     stock splits, stock dividends or similar transactions.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) and Rule 457(c)  under the  Securities  Act of
     1933, as amended,  based upon the average of the high and low prices of the
     registrant's Common Stock on the Nasdaq Global Market on January 10, 2007.
PART I
               INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS

ITEM 1.           PLAN INFORMATION.*

ITEM 2.           REGISTRANT 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 Rule 428 under
the Securities Act and the 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 with the Securities and Exchange  Commission
(the "Commission") are hereby incorporated by reference:

     (a)      The  registrant's  Annual  Report on Form 10-K for the year  ended
January 31, 2006,  filed with the Commission  filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     (b)      The  registrant's  Quarterly Reports on Form 10-Q for the quarters
ended April 30, 2006, July 31, 2006 and October 31, 2006.

     (c)      The registrant's Current Reports dated February 13, 2006, February
16, 2006,  February 22, 2006,  February 28, 2006,  May 24, 2006,  June 29, 2006,
July 24, 2006, August 23, 2006 and December 6, 2006.

     (d)      All  other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal period covered by the Transition Report
referred to in (a) above.

     (e)      The  description of the Company's Common Stock, par value $.01 per
share,  as contained in a  registration  statement on Form 8-A filed on November
21, 2000,  including  any  amendment or report filed for the purpose of updating
such description.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
part hereof from the date of filing such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     DELAWARE  GENERAL  CORPORATION  LAW. Section 145(a) of the Delaware General
Corporation Law (the "GCL")  provides that a Delaware  corporation may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation  or  enterprise,  against  expenses,  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.

                                       1
Section  145(b)  of the  GCL  provides  that  a  Delaware  corporation  may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter as to which  such  person  shall  have  been  adjudged  to be liable  for
negligence  or  misconduct  in  the  performance  of  his  or  her  duty  to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to be  indemnified  for such expenses which the court shall
deem proper.

     Section  145 of the GCL further  provides  that to the extent a director or
officer of a corporation has been successful in the defense of any action,  suit
or  proceeding  referred to in  subsection  (a) and (b) or in the defense of any
claim,  issue or matter  therein,  such officer or director shall be indemnified
against  expenses  actually and reasonably  incurred by him or her in connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the  corporation  may purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  against any liability  asserted  against
such  officer or director  and  incurred  by him or her in any such  capacity or
arising out of his or her status as such,  whether or not the corporation  would
have the power to indemnify  him or her against such  liabilities  under Section
145.

     CERTIFICATE OF INCORPORATION AND BYLAWS.  The registrant's  Bylaws provide,
pursuant to Section 145 of the GCL, for indemnification of officers,  directors,
employees and agents of the registrant and persons serving at the request of the
registrant  in such  capacities  within  other  business  organizations  against
certain  losses,  costs,  liabilities  and expenses  incurred by reason of their
position with the registrant or such other business organizations. Additionally,
the Bylaws provide for such  indemnification to continue as to such persons even
after they have ceased holding their position with the registrant.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

ITEM 8.           EXHIBITS.

                   Exhibit
                   Number
                   ------
                   5.1      Opinion of Heller Ehrman LLP.

                   23.1     Consent  of Heller Ehrman LLP (included in Exhibit
                            5.1).

                   23.2     Consent of Independent Registered Public Accounting
                            Firm.

                   24.1     Powers of Attorney  (included in signature page to
                            this registration statement).
                   ---------

ITEM 9.           UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

                                       2
(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 the  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 the effective  registration
          statement; and

               (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  (a)(1)(i) and (a)(1)(ii) above 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 registrant  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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant'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.

     (c)  Insofar  as the  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  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 registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in a successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the registrant 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 of 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.

                            [Signature Pages Follow]

                                       3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
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 Vienna,  Commonwealth  of  Virginia,  on January 12,
2007.

                            Convera Corporation

                            By:       /s/ Patrick C. Condo
                                      ------------------------------------------
                                      Patrick C. Condo
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  Patrick C. Condo and Matthew G. Jones,
jointly and severally,  his or her  attorneys-in-fact  and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place  or  stead,  in any and all  capacities,  to sign any  amendments  to this
Registration  Statement on Form S-8, and to file such amendments,  together with
exhibits and other  documents in connection  therewith,  with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the  attorneys-in-fact and agents,
or his or her  substitute or  substitutes,  may do or cause to be done by virtue
hereof.

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

/s/ Patrick C. Condo                          President and Chief Executive Officer                   January 12, 2007
------------------------------------           (Principal Executive Officer)
Patrick C. Condo

/s/ Matthew G. Jones                          Chief Financial Officer, Treasurer and Secretary        January 12, 2007
------------------------------------           (Principal Financial and Accounting Officer)
Matthew G. Jones

/s/ Ronald J. Whittier                        Chairman of the Board                                   January 12, 2007
------------------------------------
Ronald J. Whittier

/s/ Herbert A. Allen                          Director                                                January 12, 2007
------------------------------------
Herbert A. Allen

/s/ Herbert A. Allen III                      Director                                                January 12, 2007
------------------------------------
Herbert A. Allen III

/s/ Stephen D. Greenberg                      Director                                                January 12, 2007
------------------------------------
Stephen D. Greenberg

/s/ John C. Botts                             Director                                                January 12, 2007
------------------------------------
John C. Botts

/s/ Eli S. Jacobs                             Director                                                January 12, 2007
------------------------------------
Eli S. Jacobs

/s/ Donald R. Keough                          Director                                                January 12, 2007
------------------------------------
Donald R. Keough

/s/ Ajay Menon                                Director                                                January 12, 2007
------------------------------------
Ajay Menon

/s/ Alexander F. Parker                       Director                                                January 12, 2007
------------------------------------
Alexander F. Parker
4
/s/ Sydney Pollack                            Director                                                January 12, 2007
------------------------------------
Sydney Pollack

/s/ Carl J. Rickertsen                        Director                                                January 12, 2007
------------------------------------
Carl J. Rickertsen

                                              Director                                                January __, 2007
------------------------------------
Jeffrey White
5