CVD

RESTATED CERTIFICATE OF INCORPORATION
OF COVANCE INC.

1. Name. The name of the Corporation is Covance Inc.

2. Address. The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of the Registered Agent at such address is the Corporation Trust
Company.

3. Corporate Purpose. The purpose of the Corporation is (i) to own and
operate, clinical, industrial and research laboratories, (ii) to provide
contract biopharmaceutical development services and (iii) to research,
manufacture design, construct, use, buy, sell, lease, hire and deal in and with
articles and property of all kinds, to render services of all kinds, and (iv)
generally to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

4. Capitalization. The total number of shares which the Corporation may
henceforth have is 150,000,000, of which 10,000,000 shares are to have a par
value of $1.00 each and 140,000,000 shares are to have a par value of $.01 each,
which shares shall be classified as follows:

10,000,000 shares, par value $1.00 per share, are to be Series Preferred
Stock; and

140,000,000 shares, par value $.01 per share, are to be Common Stock.

The relative voting, dividend, liquidation and other rights, preferences
and limitations of the shares of each class are as follows:

I. The Preferred Stock may be issued from time to time in one or more
series, each such series to have the number of shares and designation, and
the shares of each such series to have such relative rights, preferences or
limitations, as the Board of Directors, subject to the limitations
prescribed by law or provided herein, may from time to time fix, before
issuance, by filing an appropriate certificate ("Certificate of
Designation") with the Secretary of State pursuant to the General
Corporation Law of the State of Delaware. The authority of the Board of
Directors with respect to each series shall include, but not be limited to,
the fixing of the following:

(a) The number of shares to constitute the series and the
distinctive designation thereof;

(b) The dividend rate on the shares of the series; whether
dividends shall be cumulative, and, if so, from what date or
dates;

(c) Whether or not the shares of the series shall be redeemable
and, if redeemable, the terms upon which the shares of the series
may be redeemed and the premium, if any, over and above the par
value thereof and any dividends accrued thereon which the share of
the series shall be entitled to receive upon the redemption
thereof;

(d) Whether or not the shares of the series shall be subject to
the operation of a retirement or sinking fund to be applied to the
purchase or redemption of such shares for retirement and, if such
retirement or sinking fund be established, the annual amount
thereof and the terms and provisions relative to the operation
thereof;

(e) Whether or not the shares of the series shall be convertible
into shares of any class or classes of stock of the Corporation,
with or without par value, or of any other series of the same
class and, if convertible, the conversion price or prices or the
rate at which such conversion may be made and the method, if any,
of adjusting the same; (f) The rights of the shares of the series
in the event of voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation;

(g) The restrictions, if any, on the payment of dividends upon,
and the making of the distributions to any class of stock ranking
junior to the shares of the series, and the restrictions, if any,
on the purchase or redemption of the shares of any such junior
class;

(h) Whether the series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such
voting rights; and

(i) Any other relative rights, preferences and limitations of the
series.

II. Holders of shares of Preferred Stock shall be entitled to receive,
when and as declared by the Board of Directors, out of funds legally
available for the payment of dividends, dividends at the rates fixed by the
Board of Directors for the respective series, before any dividends shall be
declared and paid, or set apart for payment, on any other class of stock of
the Corporation ranking junior to the Preferred Stock either as to
dividends or assets, with respect to the same dividend period.

III. Whenever, at any time, dividends on the then outstanding Preferred
Stock as may be required by the terms of the certificate creating the
series representing the shares outstanding shall have been paid or declared
and set apart for payment on the then outstanding Preferred Stock and after
complying with all the provisions with respect to

any retirement or sinking fund or funds for any series of Preferred Stock,
the Board of Directors may, subject to the provisions of any certificate
creating any series of Preferred Stock with respect to the payment of
dividends on any other class or classes of stock, declare and pay dividends
on the Common Stock, and the Preferred Stock shall not be entitled to share
therein.

IV. Upon any liquidation, dissolution or winding-up of the Corporation,
after payment if any is required, shall have been made in full to the
Preferred Stock as provided in any certificate creating any series thereof,
but not prior thereto, the Common Stock shall, subject to the respective
terms and provisions, if any, of any such certificate, be entitled to
receive any and all assets remaining to be paid or distributed, and the
Preferred Stock shall not be entitled to share therein.

V. No holder of Common Stock or any series of Preferred Stock shall, as
such holder, have any(preemptive or preferential right of subscription to
any stock of any class of the Corporation or to any obligations convertible
into any such stock or to any right of subscription to, or to any warrant
or option for, the purchase of any stock, other than such, if any, as the
Board of Directors of the Corporation in its discretion may determine from
time to time.

VI. The holders of the Common Stock shall have the right to vote on all
questions to the exclusion of all other classes of stock, except as by law
expressly provided or as otherwise expressly provided with respect to the
holders of any other class or classes of stock.

4A. Series A Junior Participating Preferred Stock.

(1) Designation and Amount. An aggregate of 1,000,000 shares of Series
Preferred Stock, par value $1.00, of the Corporation are hereby constituted
as a series designated as "Series A Junior Participating Preferred Stock"
(the "Series A Preferred Stock").

(2) Dividends and Distributions.

(a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock or any similar stock ranking prior
and superior to the Series A Preferred Stock with respect to dividends, the
holders of shares of Series A Preferred Stock, in preference to the holders
of Common Stock of the Corporation, and of any other junior stock, shall be
entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends payable in
cash on the first day of January, April, July and October in each year
(each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $___ or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times

the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in shares of Common
Stock or a subdivision of the outstanding shares of Common Stock (by,
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause
(b) of the preceding sentence shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which
is the number of shares of Common Stock that were outstanding immediately
prior to such event.

(b) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (a) of this Section
immediately after it declares a dividend or distribution of the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$__ per share on the Series A Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.

(c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless the
date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holder of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.


(3) Voting Rights. The holders of shares of Series A Preferred Stock
shall have the following voting rights.

(a) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number shares of Common Stock that were outstanding
immediately prior to such event.

(b) Except as otherwise provided herein, in any other Certificate
of Designation establishing a series of Preferred Stock or any similar
stock, or by law, the holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock and any other capital stock of the
Corporation having general voting rights shall vote together as one class
on all matters submitted to a vote of shareholders of the Corporation.

(c) Except as otherwise set forth herein, holders of Series A
Preferred Stock shall have no voting rights.

(4) Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared on shares of Series A
Preferred Stock outstanding shall have been paid in full, the Corporation
shall not:

(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding-up) to the
Series A Preferred Stock;

(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding-up)
with the Series A Preferred Stock, except dividends paid ratably
on the Series A Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;


(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding-up) to the
Series A Preferred Stock, provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such
junior stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding-up) to the Series A Preferred
Stock; or

(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any
shares of stock ranking on a parity with the Series A Preferred
Stock, except in accordance with a purchase offer made in writing
or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and
classes. shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.

(b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph
(a) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.

(5) Reacquired Shares. Any shares of Series A Preferred Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares
of Preferred Stock and may be reissued as part of a new series of Preferred
Stock subject to the conditions and restrictions on issuance set forth
herein, in this Restated Certificate of Incorporation, in any other
Certificate of Amendment establishing a series of Preferred Stock or any
similar stock or as otherwise required by law.

(6) Liquidation, Dissolution, or Winding-Up. Upon any liquidation,
dissolution or winding-up of the Corporation, no distribution shall be made
(i) to the holder of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding-up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A Preferred
Stock shall have received $100 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to
the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares
of Common Stock, or (ii) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or
winding-up) with the Series A Preferred Stock, except distributions made
ratably on the Series A, Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or wind-up. In the event the

Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the aggregate amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event
under the provision in clause (i) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which
is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

(7) Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each
share of Series A Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount
of stock, securities, cash and/or any other property, as the case may be,
into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of
Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.

(8) Redemption. The shares of Series A Preferred Stock shall not be
redeemable.

(9) Rank. The Series A Preferred Stock shall rank junior with respect
to the payment of dividends and the distribution of assets to all series of
any class of Preferred Stock or any similar stock that specifically provide
that they shall rank prior to the Series A Preferred Stock. Nothing herein
shall preclude the Board from creating any series of Preferred Stock or any
similar stock ranking on a parity with or prior to the Series A Preferred
Stock as to the payment of dividends or the distribution of assets.

(10) Amendment. This Restated Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter
or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect such Series adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of Series A Preferred Stock, voting together as a single series.


5. Directors. (a) The business and affairs of the Corporation shall be managed
by a Board of Directors consisting of not less than three nor more than twelve
persons. The exact number of directors within the minimum and maximum
limitations specified in the preceding sentence shall be fixed from time to time
by the Board of Directors pursuant to a resolution adopted by the affirmative
vote of a majority of the entire Board of Directors; and such exact number shall
be eight unless otherwise determined by a resolution so adopted by a majority of
the entire Board of Directors. As used in this Restated Certificate of
Incorporation, the term "entire Board of Directors" means the total authorized
number of directors which the Corporation would have if there were no vacancies.

As of the Distribution Date (as defined in the Transaction Agreement dated
as of _______, 1996 among Corning Incorporated, Corning Life Sciences Inc.,
Corning Clinical Laboratories Inc. and Corning Pharmaceutical Services Inc.)
(the "Distribution Date"), the directors shall be divided into three classes, as
nearly equal in number as possible, with the term of office of the first class
to expire at the 1998 Annual Meeting of Stockholders, the term of office of the
second class to expire at the 1999 Annual Meeting of Stockholders, and the term
of office of the third class to expire at the 2000 Annual Meeting of
Stockholders. Commencing with the 1997 Annual Meeting of Stockholders, directors
elected to succeed those directors whose terms have thereupon expired shall be
elected for a term of office to expire at the third succeeding Annual Meeting of
Stockholders after their election. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain or
attain, if possible, the equality of the number of directors in each class, but
in no case will a decrease in the number of directors shorten the term of any
incumbent director. If such equality is not possible, the increase or decrease
shall be apportioned among the classes in such a way that the difference in the
number of directors in any two classes shall not exceed one.

(b) Subject to the rights of the holders of any series of Preferred Stock
or any other class of capital stock of the Corporation (other than the Common
Stock) then outstanding, vacancies in any class of directors resulting from a
newly created directorship, death, resignation, retirement, disqualification,
removal from office or other cause shall, if occurring prior to the expiration
of the term of office of such class, be filled only by the affirmative vote of a
majority of the remaining directors of the entire board of Directors then in
office, although less than a quorum, or by the sole remaining director. Any
director so elected shall hold office until the next election of the class for
which such directors shall have been chosen and until his successor is elected
and qualified. No decrease in the number of directors shall shorten the term of
any incumbent director.

(c) Whenever the holders of any one or more series of Preferred Stock
issued by the Corporation shall have the right, voting separately by series, to
elect directors at an annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by this Paragraph 5 unless expressly otherwise provided by the
resolution or resolutions providing for the creation of such series.

(d) Subject to the rights of the holders of any series of Preferred Stock
or any other class of capital stock of the Corporation (other than the Common
Stock) then outstanding, (i) any

director, or the entire Board of Directors, may be removed by the stockholders
from office at any time prior to the expiration of his term of office, but only
for cause, and only by the affirmative vote of the holders of record of
outstanding shares representing a majority of the voting power of all of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, and (ii) any director may be removed
from office by the affirmative vote of a majority of the entire Board of
Directors, at any time prior to the expiration of his term of office, but only
for cause.

(e) Notwithstanding any other provision of the Restated Certificate of
Incorporation and subject to the other provisions of this Paragraph 5, the Board
of Directors shall determine the rules and procedures that shall affect the
Directors' power to manage and direct the business and affairs of the
Corporation. Without limiting the foregoing, the Board of Directors (1) shall
designate and empower committees of the Board of Directors, (2) shall elect and
empower the officers of the Corporation, (3) may appoint and empower other
officers and agents of the Corporation, and (4) shall determine the time and
place of, and the notice requirements for, Board meetings, as well as quorum and
voting requirements for, and the manner of taking, Board actions.

6. Business Combinations. Section 1. Certain Definitions.

For the purposes of this Paragraph 6:

A. "Business Combination" shall mean:

(i) any merger or consolidation of the Corporation or any Subsidiary with
(a) an Interested Stockholder or (b) any other corporation (whether or not
itself an Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate or Associate of an Interested Stockholder;
or

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with an
Interested Stockholder or an Affiliate or Associate of an Interested Stockholder
of any assets of the Corporation or any Subsidiary having an aggregate Fair
Market Value of $20,000,000 or more; or

(iii) the issuance or transfer by the Corporation or any Subsidiary (in one
transaction or a series of transactions) of any securities of the Corporation or
any Subsidiary to an interested Stockholder or an Affiliate or Associate of an
Interested Stockholder in exchange for cash, securities or other property (or a
combination thereof) having an aggregate Fair Market Value of $20,000,000 or
more; or

(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or an Affiliate or Associate of an Interested Stockholder; or


(v) any reclassification of securities (including any reverse stock split),
or recapitalization of the Corporation, or any merger or consolidation of the
corporation with any Subsidiary or any other transaction (whether or not with or
into or otherwise involving an Interested Stockholder) which has the effect,
directly, or indirectly, of increasing the percentage of the outstanding shares
of (a) any class of equity securities of the Corporation or any Subsidiary or
(b) any class of securities of the Corporation or any Subsidiary convertible
into equity securities of the Corporation or any Subsidiary, represented by
securities of such class which are directly or indirectly owned by an Interested
Stockholder and all of its Affiliates and Associates; or

(vi) any agreement, contract or other arrangement providing for any one or
more of the actions specified in clauses (i) through (v) of this Section 1A.

B. "Affiliate" or "Associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect
on January 1, 1997.

C. "Beneficial Owner" shall have the meaning ascribed to such term in Rule
13d-3 of the General Rules and Regulations under the Exchange Act, as in effect
on January 1, 1997.

D. "Continuing Director" shall mean (i) any member of the Board of
Directors of the Corporation who (a) is neither the Interested Stockholder
involved in the Business Combination as to which a vote of Continuing Directors
is provided hereunder, nor an Affiliate, Associate, employee, agent, or nominee
of such Interested Stockholder, or the relative of any of the foregoing, and (b)
was a member of the Board of Directors of the Corporation prior to the time that
such Interested Stockholder became an Interested Stockholder, (ii) any successor
of a Continuing Director described in clause (i) who is recommended or elected
to succeed a Continuing Director by the affirmative vote of a majority of
Continuing Directors then on the Board of Directors of the Corporation, and
(iii) any person who is a member of the Board of Directors of the Corporation at
the Distribution Date and any successor thereto who is recommended or elected by
the affirmative vote of a majority of the Continuing Directors then on the Board
of Directors of the Corporation.

E. "Fair Market Value" shall mean: (i) in the case of stock, the
highest closing sale price during the 30 day period immediately preceding the
date in question of a share of such stock on the Composite Tape for New York
Stock Exchange Listed Stocks, or, if such stock is not reported on the Composite
Tape on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Exchange Act on which such stock is listed, or, if such stock is not listed
on any such exchange, the highest closing bid quotation with respect to a share
of such stock during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotations System or
any similar inter-dealer quotation system then in use, or if no such quotation
is available, the fair market value on the date in question of a share of such
stock as determined by a majority of the Continuing Directors in good faith; and
(ii) in the case of property other than cash or stock, the fair market value of
such property on the date in question as determined by a majority of the
Continuing Directors in good faith.


F. "Interested Stockholder" shall mean any Person (other than the
Corporation or any Subsidiary) who or which:

(i) is, or was at any time within the two-year period immediately prior to
the date in question, the Beneficial Owner of 10% or more of the voting power of
the then outstanding Voting Stock of the Corporation; or

(ii) is an assignee of, or has otherwise succeeded to, any shares of Voting
Stock of the Corporation of which an Interested Stockholder was the Beneficial
Owner at any time within the two-year period immediately prior to the date in
question, if such assignment or succession shall have occurred in the course of
a transaction, or series of transactions, not involving a public offering within
the meaning of the Securities Act of 1933, as amended.

For the purpose of determining whether a Person is an Interested
Stockholder, the outstanding Voting Stock of the Corporation shall include
unissued shares of Voting Stock of the Corporation of which the Interested
Stockholder is the Beneficial Owner but shall not include any other shares of
Voting Stock of the Corporation which may be issuable pursuant to any agreement,
arrangement or understanding, or upon the exercise of conversion rights,
warrants or options, or otherwise, to any Person who is not the Interested
Stockholder.

G. A "Person" shall mean any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity, as well as any
syndicate or group deemed to be a person under Section 14(d) (2) of the Exchange
Act.

H. "Subsidiary" shall mean any corporation of which the Corporation owns,
directly or indirectly, (i) a majority of the outstanding shares of equity
securities of such corporation, or (ii) shares having a majority of the voting
power represented by all of the outstanding shares of Voting Stock of such
corporation. For the purpose of determining whether a corporation is a
Subsidiary, the outstanding Voting Stock and shares of equity securities thereof
shall include unissued shares of which the Corporation is the Beneficial Owner
but, except for the purposes of Section IF, shall not include any other shares
which may be issuable pursuant to any agreement, arrangement or understanding,
or upon the exercise of conversion rights, warrants or options, or otherwise, to
any Person who is not the Corporation.

I. "Voting Stock" shall mean outstanding shares of capital stock of the
relevant corporation entitled to vote generally in the election of directors.

Section 2. Higher Vote for Business Combinations.

In addition to any affirmative vote required by law or by this Restated
Certificate of Incorporation, and except as otherwise expressly provided in
Section 3 of this Paragraph 6, any Business Combination shall require the
affirmative vote of the holders of record of outstanding shares representing at
least eighty percent (80%) of the voting power of the then outstanding shares of
the Voting Stock of the Corporation, voting together as a single class, it being

understood that, for purposes of this Paragraph 6, each share of the Voting
Stock of the Corporation shall have the number of votes granted to it pursuant
to Paragraph 4 of this Restated Certificate of Incorporation. Such affirmative
vote shall be required notwithstanding the fact that no vote may be required, or
that a lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.

Section 3. When Higher Vote is Not Required.

The provisions of Section 2 of this Paragraph 6 shall not be applicable to
any particular Business Combination, and such Business Combination shall require
only such affirmative vote, if any, of the stockholders as is required by law
and any other provision of this Restated Certificate of Incorporation, if the
conditions specified in either of the following paragraphs A and B are met:

A. Approval by Continuing Directors. The Business Combination shall have
been approved by the affirmative vote of a majority of the Continuing
Directors, even if the Continuing Directors do not constitute a quorum of
the entire Board of Directors.

B. Form of Consideration, Price and Procedure Requirements. All of the
following conditions shall have been met:

(i) With respect to each share of each class of Voting Stock of
the Corporation (including Common Stock), the holder thereof shall be
entitled to receive on or before the date of the consummation of the
Business Combination (the "Consummation Date"), consideration, in the
form specified in Section 3 (B) (ii) hereof, with an aggregate Fair
Market Value as of the Consummation Date at least equal to the highest
of the following:

(a) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by
the Interested Stockholder to which the Business Combination
relates, or by any Affiliate or Associate of such Interested
Stockholder, for any shares of such class of Voting Stock acquired
by it (1) within the two-year period immediately prior to the
first public announcement of the proposal of the Business
Combination (the "Announcement Date") or (2) in the transaction in
which it became an Interested Stockholder, whichever is higher;

(b) the Fair Market Value per share of such class of Voting Stock
of the Corporation on the Announcement Date; and

(c) the highest preferential amount per share, if any, to which
the holders of shares of such class of Voting Stock of the
Corporation are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the
Corporation.


(ii) The consideration to be received by holders of a particular
class of outstanding Voting Stock of the Corporation (including Common
Stock) as described in Section 3(B) (i) hereof shall be in cash or if
the consideration previously paid by or on behalf of the Interested
Stockholder in connection with its acquisition of beneficial ownership
of shares of such class of Voting Stock consisted in whole or in part
of consideration other than cash, then in the same form as such
consideration. If such payment for shares of any class of Voting Stock
of the Corporation has been made with varying forms of consideration,
the form of consideration for such class of Voting Stock shall be
either cash or the form used to acquire the beneficial ownership of the
largest number of shares of such class of Voting Stock previously
acquired by the Interested Stockholder.

(iii) After such Interested Stockholder has become an Interested
Stockholder and prior to the Consummation Date of such Business
Combination: (a) except as approved by the affirmative vote of a
majority of the Continuing Directors, there shall have been no failure
to declare and pay at the regular date therefor any full quarterly
dividends (whether or not cumulative) on the outstanding preferred
stock of the Corporation, if any; (b) there shall have been (1) no
reduction in the annual rate of dividends paid on the Common Stock of
the Corporation (except as necessary to reflect any subdivision of the
Common Stock) except as approved by the affirmative vote of a majority
of the Continuing Directors, and (2) an increase in such annual rate of
dividends as necessary to reflect any reclassification (including any
reverse stock split), recapitalization, reorganization or any similar
transaction which has the effect of reducing the number of outstanding
shares of Common Stock, unless the failure so to increase such annual
rate is approved by the affirmative vote of a majority of the
Continuing Directors; and (c) such Interested Stockholder shall not
have become the Beneficial Owner of any additional shares of Voting
Stock of the Corporation except as part of the transaction which
results in such Interested Stockholder becoming an Interested
Stockholder.

(iv) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a
stockholder of the Corporation), of any loans, advances, guarantees,
pledges or other financial assistance or any tax credits or other tax
advantages provided by the Corporation.

(v) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Exchange Act and the General Rules and Regulations thereunder (or any
subsequent provisions replacing such Act, rules or regulations) shall
be mailed to the stockholders of the Corporation at least 45 days prior
to the consummation of such Business Combination (whether or not such
proxy or information statement is required to be mailed pursuant to
such Act or subsequent provisions thereof).


Section 4. Powers of Continuing Directors

A majority of the Continuing Directors shall have the power and
duty to determine, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with
this Paragraph 6, including, without limitation, (A) whether a person
is an Interested Stockholder, (B) the number of shares of Voting Stock
of the Corporation beneficially owned by any person, (C) whether a
person is an Affiliate or Associate of another, (D) whether the
requirements of paragraph B of Section 3 have been met with respect to
any Business Combination, and (E) whether the assets which are the
subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation
or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $20,000,000 or more; and the good faith determination
of a majority of the Continuing Directors on such matters shall be
conclusive and binding for all the purposes of this Paragraph 6.

Section 5. No Effect on Fiduciary Obligations

A. Nothing contained in this Paragraph 6 shall be construed to
relieve the members of the Board of Directors or an Interested
Stockholder from any fiduciary obligation imposed by law.

B. The fact that any Business Combination complies with the
provisions of Section 3 of this Paragraph 6 shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board of
Directors, or any member thereof, to approve such Business Combination
or recommend its adoption or approval to the stockholders of the
Corporation, nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors, or any member thereof,
with respect to evaluations of or actions and responses taken with
respect to such Business Combination.

7. Special Stockholder Meetings. Except as otherwise required by law, special
meetings of the stockholders may be called only by the Board of Directors.

8. Action by Unanimous Written Consent. From and after the Distribution Date,
any action which may be taken at any annual or special meeting of stockholders
may be taken without a meeting without prior notice and without a vote, if
consent in writing, setting forth the action so taken, shall be signed, in
person or by proxy, by the holders of all outstanding stock entitled to vote
thereon and no action by non-unanimous written consent shall be permitted.

9. By-Laws. The Board of Directors shall have the right to make, alter or
repeal the By-Laws of the Corporation, subject to the right of the stockholders
of the Corporation to alter or repeal any By-law made by the Board of Directors.

10. Elections. The election of directors of the Corporation need not be by
written ballot, unless the By-Laws of the Corporation otherwise provide.


11. Indemnification. (a) No director of the Corporation shall have any personal
liability to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation 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 General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.

(b) Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action either in an official
capacity as a director or officer or in any other capacity while serving as a
director or officer, shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expenses,
liability and loss (including attorneys' fees, judgments, fines, excise taxes
pursuant to the Employee Retirement Income Security Act of 1974, as amended, or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to be indemnified conferred in
this Paragraph 11 shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, the payment of
such expenses incurred by the director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is to
be rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan), in advance of the final
disposition of proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Paragraph or otherwise. The
Corporation may, by action of its Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

(c) The indemnification provided by this Paragraph 11 shall not limit or
exclude any rights, indemnities or limitations of liability to which any person
may be entitled, whether as a

matter of law, under the By-Laws of the Corporation, by agreement, vote of the
stockholders or disinterested directors of the Corporation or otherwise.

(d) If a claim under paragraph (b) of this Paragraph 11 is not paid in full
by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard or conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the Corporation
(including its Board, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall create a
presumption that the claimant has not met the applicable standard of conduct.

(e) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.

12. Amendment or Repeal. The affirmative vote of the holders of record of
outstanding shares representing at least eighty percent (80%) of the voting
power of all the outstanding Voting Stock of the Corporation shall be required
to amend, alter or repeal, or adopt any provision or provisions inconsistent
with, any provision of Paragraphs 6, 7 and 8 and this Paragraph 12; provided,
however, that this Paragraph 12 shall not apply to, and such eighty percent
(80%) vote shall not be required for, any amendment, alteration, repeal or
adoption of any inconsistent provision or provisions, declared advisable by the
Board of Directors by the affirmative vote of two-thirds of the entire Board of
Directors and a majority of the Continuing Directors.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COVANCE INC.


Covance Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: At a meeting of the Board of Directors, resolutions were duly
adopted authorizing the amendment and restatement of the Certificate of
Incorporation of the Corporation as set forth in Exhibit A hereto, declaring
said amendment to be advisable and presenting such amendment to the stockholders
of the Corporation for consideration thereof.

SECOND: That said amendment was approved by the sole stockholder of the
Corporation by unanimous written consent of such sole stockholder in accordance
with the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by
Jeffrey S. Hurwitz, its Senior Vice President, General Counsel and Secretary and
Diana I. Faillace, its Vice President, Associate General Counsel and Assistant
Secretary, this ____ day of November, 1996.


By: ______________________________________
Jeffrey S. Hurwitz
Senior Vice President, General Counsel
and Secretary

Attest: ______________________________________
Diana I. Faillace
Vice President, Associate General
Counsel and Assistant Secretary