Exhibit 10.12

                                  Covance Inc.
                   Amended and Restated Restricted Stock Plan
                           For Non-Employee Directors

1.  Purpose

    The Restricted Stock Plan for Non-Employee Directors (the "Plan") is to be a
    part of the compensation paid by Covance Inc. (the "Corporation") for
    service as a director to individuals who are not employees of (i) the
    Corporation, (ii) any subsidiary corporation of the Corporation within the
    meaning of Section 425 (f) of the Internal Revenue Code of 1986, as amended
    (the "Code") or of any successor section (a "Subsidiary") or (iii) any other
    entity in which the Corporation has at least one half of the ownership
    interest (such persons being referred to herein as "Non-Employee 
    Directors"). The Plan is intended to establish the proprietary interest of 
    the Non-Employee Directors, as owners of additional shares of the common 
    stock of the Corporation, in the Corporation's success and progress.

2.  Administration

    The plan shall be administered by the Compensation and Organization
    Committee ("the Committee") of the Board of Directors of the Corporation,
    which shall consist of at least three directors who together shall have the
    authority to adopt rules and regulations for carrying out the Plan and to
    interpret, construe and implement the provisions of the Plan. The Committee
    may obtain such advice or assistance as it deems appropriate from persons
    not serving on the Committee.

3.  Eligibility

    Any Director of Covance Inc. (the "Company") who is not an officer or
    employee of the Company or a subsidiary thereof is eligible to participate
    in the Plan.

4.  Restricted Stock

    The stock subject to grant under the Plan shall be limited to shares of the
    Corporation's Common Stock, from the authorized and unissued Covance Board
    approved pool of 105,000 of Covance Inc. Common Stock.

5.  Recapitalization

    The number of units in the participant's market value account shall be
    proportionally adjusted for any increase or decrease in the number of issued
    shares of Common Stock of the Company resulting from a subdivision or
    consolidation of

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    shares or other capital adjustment, or the payment of a stock dividend or
    other increase or decrease in such shares effected without receipt of
    consideration by the Company, or any distribution or spin-off assets (other
    than cash) to the stockholders of the Company.

6.  Terms of Grant

a)  Issuance - Each individual upon becoming a Non-Employee Director, and
    eligible to participate in the Plan pursuant to Section 3 hereof, shall be
    issued by the Corporation one or more certificates representing in the
    aggregate Two Thousand (2,000) shares of the Common Stock of the
    Corporation, which shares shall be issued and subject to the provisions of
    the Plan.

b)  Restrictions on Transfer - All shares granted to a Participant shall be
    subject to restriction on transfer so long as the Participant remains a
    Non-Employee Director and may not be sold, assigned, transferred, pledged or
    otherwise encumbered while the Participant is a Non-Employee Director.

c)  Forfeitability - Except as set forth in the next paragraph, in the event the
    Participant ceases to be a Non-Employee Director of the Corporation, all
    shares of Common Stock granted to him under the Plan shall be forfeited and
    all rights of the Participant to such shares shall terminate without
    further obligation on the part of the Corporation; provided however, if
    such cessation is on account of death or medical or health reasons which
    render the Participant unable to perform the duties and responsibilities
    owed to the Corporation in his capacity as a Director, the possibility of
    forfeiture shall lapse in its entirety and all such shares shall be vested
    in him.

d)  Vesting - Shares granted as the initial award of 2,000 Covance common shares
    shall be subject to the possibility of forfeiture until the date on which
    the Participant terminates service as a Non-Employee Director with the
    affirmative consent of a majority of the members of the Board of Directors,
    which consent (i) shall be given upon such termination of service following
    the Participant's having reached age 72 and/or (ii) may be given following
    the Participant's having completed six years (cliff vesting) of service as
    a Non-Employee Director (including service as such prior to the date of
    initial grant) and having terminated service for reasons or under
    circumstances approved by a majority of the Committee. If a Participant
    terminates service as a Non-Employee Director prior to meeting the
    requirements set forth in the preceding sentence, the Board of Directors
    may, in its sole discretion, remove the restrictions on transfer and the
    possibility of forfeiture from such number of shares held by the
    Participant under the Plan as it determines is equitable; provided,
    however, such number shall not exceed an amount based upon the ratio that
    the number of years of service as a Non-Employee Director at the time of
    termination 

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    (including service prior to the date of initial grant) bears to six years
    (cliff vesting) service as a Director. In addition, all Shares shall become
    immediately vested as of the date on which there is a "Change in Control"
    of the Corporation. For this purpose, a "Change in Control" shall be deemed
    to have occurred upon the earliest to occur of the following: (i) the date
    the Corporation becomes a party to a merger, consolidation, or sale of
    substantially all of its assets or any other corporate reorganization in
    which the Corporation will not be the surviving corporation, or in which
    the holders of the Corporation's Common Stock will receive securities of
    another corporation, (ii) the purchase by an individual, or group of
    individuals acting in concert, of at least twenty percent of the voting
    securities of the Corporation, or (iii) during any twenty-four month
    period, individuals who at the beginning of such period constituted the
    Board of Directors cease for any reason to constitute a majority thereof.

e)  Certificates - Each certificate representing the shares of Common Stock
    awarded hereunder may be stamped or otherwise imprinted on the face thereof
    with a legend in substantially the following form: "The shares represented
    by this certificate have not been registered under the Securities Act of
    1933. This certificate and the shares represented hereby are subject to the
    possibility of forfeiture under, and may be sold, transferred, or otherwise
    disposed of only in accordance with, the terms of the Restricted Stock Plan
    for Non-Employee Directors of Covance Inc., a copy of which Plan is on file
    in the office of the Secretary of Covance, Princeton, New Jersey.

f)  Possession - Each certificate issued with respect to the shares of Common
    Stock granted pursuant to the Plan shall be registered in the name of the
    Participant but shall be held by the Corporation for safekeeping until
    possibility of forfeiture and the restriction on transfer of the shares
    lapse pursuant to the terms of the Plan. After the possibility of
    forfeiture and the transfer restrictions applicable to shares registered in
    the name of a Participant shall have lapsed, the Corporation shall deliver
    to the Participant or to the Participant's beneficiary or estate one or
    more certificates representing the number of shares then vested in the
    Participant and free of restrictions.

7.  Amendment of the Plan

    The Board of Directors may from time to time alter, amend, suspend, or
    discontinue the Plan, except that no alteration or amendment (i) to the
    provisions of Section 6 hereof shall be made more often than once in any six
    month period and (ii) shall, without the approval of the holders of a
    majority of the outstanding shares of Common Stock of the Corporation
    entitled to vote thereon, provide for the grant of Common Stock from shares
    authorized and unissued.
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8.  Miscellaneous

a)  Nothing in the Plan shall be deemed to create any obligation on the part of
    the Board of Directors to nominate any director for re-election by the
    Corporation's stockholders.

b)  The Corporation shall have the right to require, prior to delivery of any
    shares granted hereunder, payment by the Participant of cash or shares of
    Common Stock of the Corporation to cover such taxes as are required by law
    with respect to the issuance or delivery of such shares.
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9.  Effective Date and Term of Plan

The Plan shall become effective on 16 March 1998 when approved by the vote of
the Board of Directors of the Corporation and shall continue until terminated by
such Board.