As filed with the Securities and Exchange Commission on September 26, 1997
                                                 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        Princeton, New Jersey 08540-6233          (I.R.S. Employer
Incorporation)  (Address of principal executive offices)  Identification Number)
                               


                                  COVANCE INC.
                          EMPLOYEE STOCK OWNERSHIP 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
                                 (609) 452-4430
            (Name, address and telephone number of agent for service)

                                    Copy to:
                               Shearman & Sterling
                              599 Lexington Avenue
                            New York, New York 10022
                        Attention: Stephen T. Giove, Esq.
                                 (212) 848-7325

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of Securities to       Amount to be             Proposed Maximum         Proposed Maximum         Amount of
be Registered                Registered               Offering Price per       Aggregate Offering       Registration Fee
                                                      Share (1)                Price (1)
<S>                              <C>                       <C>                  <C>                        <C>      
Common Stock, par                511,572                   $20.66               $10,569,078.               $3,203.00
value $.01 per share

</TABLE>

(1)      Estimated solely for purposes of determining the registration fee. Such
         estimate is calculated pursuant to Rule 457(h) under the Securities Act
         of 1933,  as  amended,  based on the average bid and asked price of the
         shares on Wednesday, September 24, 1997, which high and low prices were
         $21.00 and $20.3125, respectively.

                                        1

<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, 1996 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  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.



                                        1

<PAGE>



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 Employee  Stock  Ownership  Plan,  other  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

                                        2

<PAGE>



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              The Covance Inc. Employee Stock Ownership Plan.

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

         23.1             Consent of Price Waterhouse LLP.

         23.2             Consent of the 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

                                        3

<PAGE>



         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.


                                        4

<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 September
26, 1997.

                                  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  Ingallinera  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
---------------------------
Christopher A. Kuebler       Chairman of the Board,           September 26, 1997
                             President and Chief Executive
                             Officer (Principal Executive 
                             Officer)
/s/ Charles C. Harwood, Jr.
---------------------------
Charles C. Harwood, Jr.      Corporate Senior Vice President  September 26, 1997
                             and Chief Financial Officer 
                             (Principal Financial Officer)
/s/ Michael Giannetto
---------------------------
Michael Giannetto            Vice President and Controller    September 26, 1997
                             (Principal Accounting Officer)
/s/ Robert M. Baylis
---------------------------
Robert M. Baylis             Director                         September 26, 1997




                                        5

<PAGE>




/s/ Van C. Campbell
---------------------------
Van C. Campbell                Director                       September 26, 1997

/s/ Irwin Lerner
---------------------------
Irwin Lerner                   Director                       September 26, 1997

/s/ J. Randall MacDonald
---------------------------
J. Randall MacDonald           Director                       September 26, 1997

/s/ Nigel W. Morris
---------------------------
Nigel W. Morris                Director                       September 26, 1997

/s/ William A. Ughetta
---------------------------
William A. Ughetta             Director                       September 26, 1997



                                        6

<PAGE>



                                  EXHIBIT INDEX




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

4.1            The Covance Inc. Employee Stock Ownership Plan.  
               Filed herewith.

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

23.1           Consent of Price Waterhouse LLP.  Filed herewith.

23.2           Consent of the 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.


                                        7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19141}]
{"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": "333-36469", "film-number": "97686111"}, "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 September 26, 1997
                                                 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        Princeton, New Jersey 08540-6233          (I.R.S. Employer
Incorporation)  (Address of principal executive offices)  Identification Number)
                               

                                  COVANCE INC.
                          EMPLOYEE STOCK OWNERSHIP 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
                                 (609) 452-4430
            (Name, address and telephone number of agent for service)

                                    Copy to:
                               Shearman & Sterling
                              599 Lexington Avenue
                            New York, New York 10022
                        Attention: Stephen T. Giove, Esq.
                                 (212) 848-7325

                         CALCULATION OF REGISTRATION FEE
Title of Securities to       Amount to be             Proposed Maximum         Proposed Maximum         Amount of
be Registered                Registered               Offering Price per       Aggregate Offering       Registration Fee
                                                      Share (1)                Price (1)
Common Stock, par                511,572                   $20.66               $10,569,078.               $3,203.00
value $.01 per share
(1)      Estimated solely for purposes of determining the registration fee. Such
         estimate is calculated pursuant to Rule 457(h) under the Securities Act
         of 1933,  as  amended,  based on the average bid and asked price of the
         shares on Wednesday, September 24, 1997, which high and low prices were
         $21.00 and $20.3125, respectively.

                                        1
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, 1996 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  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.

                                        1
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 Employee  Stock  Ownership  Plan,  other  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

                                        2
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              The Covance Inc. Employee Stock Ownership Plan.

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

         23.1             Consent of Price Waterhouse LLP.

         23.2             Consent of the 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

                                        3
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.

                                        4
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 September
26, 1997.

                                  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  Ingallinera  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
---------------------------
Christopher A. Kuebler       Chairman of the Board,           September 26, 1997
                             President and Chief Executive
                             Officer (Principal Executive 
                             Officer)
/s/ Charles C. Harwood, Jr.
---------------------------
Charles C. Harwood, Jr.      Corporate Senior Vice President  September 26, 1997
                             and Chief Financial Officer 
                             (Principal Financial Officer)
/s/ Michael Giannetto
---------------------------
Michael Giannetto            Vice President and Controller    September 26, 1997
                             (Principal Accounting Officer)
/s/ Robert M. Baylis
---------------------------
Robert M. Baylis             Director                         September 26, 1997

                                        5
/s/ Van C. Campbell
---------------------------
Van C. Campbell                Director                       September 26, 1997

/s/ Irwin Lerner
---------------------------
Irwin Lerner                   Director                       September 26, 1997

/s/ J. Randall MacDonald
---------------------------
J. Randall MacDonald           Director                       September 26, 1997

/s/ Nigel W. Morris
---------------------------
Nigel W. Morris                Director                       September 26, 1997

/s/ William A. Ughetta
---------------------------
William A. Ughetta             Director                       September 26, 1997

                                        6
EXHIBIT INDEX

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

4.1            The Covance Inc. Employee Stock Ownership Plan.  
               Filed herewith.

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

23.1           Consent of Price Waterhouse LLP.  Filed herewith.

23.2           Consent of the 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.

                                        7