EXHIBIT 10.32

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is entered into as of November 13, 2000 among Covance Inc. (the "Borrower"),
certain of the Borrower's Subsidiaries (individually a "Guarantor" and collectively the "Guarantors"), the Lenders party to the Credit Agreement defined below (the "Lenders") and Bank of America,
N.A., as Administrative Agent (the "Administrative Agent"). Capitalized terms used herein and not otherwise defined herein have the respective meanings given to them in the Credit Agreement.

RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of June 28, 2000 (as amended,
modified, supplemented or restated from time to time, the "Credit Agreement");

WHEREAS,
the Borrower has requested that the Lenders consent to an amendment of certain provisions of the Credit Agreement; and

WHEREAS,
the Lenders executing below have agreed to such amendment of the Credit Agreement on the terms and subject to the conditions contained in this First Amendment.

NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

I. AMENDMENTS

1.1 The definition of "Applicable Percentage" in Section 1.1 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:



1.2
The definition of "Existing Credit Agreement" in Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:



1.3
Section 3.3(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:



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1.4 The Lenders hereby consent to the amendments to the Incorporated Covenants and the Incorporated Terms set forth in that certain Fourth Amendment to the
Existing Credit Agreement dated as of the date hereof (the "Fourth Amendment to Existing Credit Agreement"), a copy of which is attached hereto as Exhibit A, and agree that the Incorporated
Covenants and the Incorporated Terms shall hereafter be modified as set forth in such Fourth Amendment
to Existing Credit Agreement.

II. CONDITIONS PRECEDENT

2.1 This First Amendment shall be effective upon the Fourth Amendment to Existing Credit Agreement becoming effective and upon receipt by the Administrative
Agent of each of the following:



III. MISCELLANEOUS

3.1 The term "Credit Agreement" as used in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this First Amendment. Except as
herein specifically agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

3.2
Each of the Credit Parties represents and warrants as follows:



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3.3
This First Amendment shall constitute a Credit Document.

3.4
The Guarantors acknowledge and consent to all of the terms and conditions of this First Amendment and agree that this First Amendment and all documents executed in connection
herewith do not operate to reduce or discharge the Guarantors' obligations under the Credit Documents.

3.5
In consideration of the Agents and the Required Lenders entering into this First Amendment, the Credit Parties hereby release the Agents, such Lenders, and the Agents' and such
Lenders' respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature,
in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act on or prior to the date hereof.

3.6
This First Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and
the same instrument.

3.7 THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this First Amendment to be duly executed and delivered by their proper and duly authorized officer as of the
day and year first above written.

|BORROWER:   |  | COVANCE INC.,a Delaware corporation                                      
|----------- |  | -------------------------------------------------------------------------
|            |  | By:                                                                      
|            |  | Name:                                                                    
|            |  | Title:                                                                   
|GUARANTORS: |  | COVANCE PERIAPPROVAL SERVICES INC.,a Delaware corporation                
|            |  | By:                                                                      
|            |  | Name:                                                                    
|            |  | Title:                                                                   
|            |  | COVANCE PHARMACEUTICAL PACKAGING
SERVICES INC.,a Pennsylvania corporation
|            |  | By:                                                                      
|            |  | Name:                                                                    
|            |  | Title:                                                                   
|            |  | COVANCE LABORATORIES INC.,a Delaware corporation                         
|            |  | By:                                                                      
|            |  | Name:                                                                    
|            |  | Title:                                                                   

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| |  | COVANCE RESEARCH PRODUCTS INC.,a Pennsylvania corporation                               
| |  | ----------------------------------------------------------------------------------------
| |  | By:                                                                                     
| |  | Name:                                                                                   
| |  | Title:                                                                                  
| |  | COVANCE CENTRAL LABORATORY SERVICES
LIMITED PARTNERSHIP,an Indiana limited partnership  
| |  | By Covance Central Laboratory Services Inc., a Delaware corporation, its General Partner
| |  | By:                                                                                     
| |  | Name:                                                                                   
| |  | Title:                                                                                  
| |  | COVANCE PRECLINICAL CORPORATION,a Washington corporation                                
| |  | By:                                                                                     
| |  | Name:                                                                                   
| |  | Title:                                                                                  
| |  | COVANCE CENTRAL LABORATORY SERVICES INC.,a Delaware corporation                         
| |  | By:                                                                                     
| |  | Name:                                                                                   
| |  | Title:                                                                                  
| |  | CJB INC.,a Delaware corporation                                                         
| |  | By:                                                                                     
| |  | Name:                                                                                   
| |  | Title:                                                                                  

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|                      |  | COVANCE BIOTECHNOLOGY SERVICES INC.,a Delaware corporation                   
|--------------------- |  | -----------------------------------------------------------------------------
|                      |  | By:                                                                          
|                      |  | Name:                                                                        
|                      |  | Title:                                                                       
|ADMINISTRATIVE AGENT: |  | BANK OF AMERICA, N.A.,in its capacity as Administrative Agent and as a Lender
|                      |  | By:                                                                          
|                      |  | Name:                                                                        
|                      |  | Title:                                                                       
|LENDERS:              |  | THE FUJI BANK, LIMITED                                                       
|                      |  | By:                                                                          
|                      |  | Name:                                                                        
|                      |  | Title:                                                                       
|                      |  | BARCLAYS BANK PLC                                                            
|                      |  | By:                                                                          
|                      |  | Name:                                                                        
|                      |  | Title:                                                                       
|                      |  | BANK OF TOKYO  MITSUBISHI TRUST COMPANY                                     
|                      |  | By:                                                                          
|                      |  | Name:                                                                        
|                      |  | Title:                                                                       

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Exhibit A    Fourth Amendment to Existing Credit Agreement

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