8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (Date of earliest event reported): January 29, 2002

                        COMMISSION FILE NUMBER 333-92383

                 CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
             (Exact Name of Registrant as specified in its Charter)

                   DELAWARE                     06-1397316
          (State of Incorporation) (I.R.S. Employer Identification No.)

             251 BALLARDVALE STREET, WILMINGTON, MASSACHUSETTS 01887
               (Address of Principal Executive Offices) (Zip Code)

                                  978-658-6000
              (Registrant's Telephone Number, Including Area Code)









                              ITEM 5. OTHER EVENTS

On January 29, 2002, the Registrant issued a press release announcing receipt of
requisite consents from holders of its outstanding 13.50% Senior Subordinated
Notes due 2009. A copy of the press release is filed with this Form 8-K as
Exhibit 99.1.



EXHIBIT 99.1

Press Release dated January 29, 2002

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
we have duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                               CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Dated: January 30, 2002

                                BY: /s/ Rushna T. Heneghan,
                                ----------------------------------

                                Rushna T. Heneghan,
                                Corporate Counsel and Assistant Secretary

EX-99.1

                                                                    Exhibit 99.1


CORPORATE PRESS RELEASE







     CHARLES RIVER LABORATORIES ANNOUNCES RECEIPT OF REQUISITE CONSENTS FROM
       HOLDERS OF ITS OUTSTANDING 13.5% SENIOR SUBORDINATED NOTES DUE 2009

         WILMINGTON, MASS.; JANUARY 29, 2002: Charles River Laboratories
International, Inc. (NYSE: CRL) announced today that its wholly owned
subsidiary, Charles River Laboratories, Inc., has received consents from the
requisite number of holders of its 13.50% Senior Subordinated Notes due 2009
(the "Notes") in connection with its previously announced tender offer and
consent solicitation for the Notes.

         As a result, the proposed amendments (the "Proposed Amendments") to the
Indenture governing the Notes have been adopted, and the Company has executed a
supplemental indenture reflecting the Proposed Amendments.

         As described in more detail in the Offer to Purchase and Consent
Solicitation Statement dated January 16, 2002 (the "Statement"), the total
consideration for the Notes includes a consent payment equal to $13.00 per $650
principal amount of the Notes purchased that will be paid only for tendered
Notes for which consents have been validly delivered and not revoked prior to
5:00 p.m., New York City time, on January 30, 2002, the Consent Date. The tender
offer will terminate at 9:00 a.m., New York City time, on February 14, 2002,
unless extended.

         This announcement is not an offer to purchase, a solicitation of an
offer to sell or a solicitation of consents with respect to the Notes. The
tender offer and consent solicitation are being made solely by the Statement and
the related Consent and Letter of Transmittal, as the same may be amended from
time to time.

         Additional information concerning the terms of the tender offer and
consent solicitation and copies of the Statement and related documents may be
obtained from Credit Suisse First Boston at (212) 538-8474 (call collect) or
(800) 820-1653 (toll-free), the Dealer Manager for the tender offer and consent
solicitation, or MacKenzie Partners, the Information Agent, at (212) 929-5500
(call collect) or (800) 322-2885 (toll-free).

         Charles River Laboratories International, Inc. is a holding company for
Charles River Laboratories, Inc. Both companies are publicly registered, and
each files separate financial statements and reports with the SEC. Charles River
Laboratories, Inc., based in Wilmington, Massachusetts, is a leading provider of
critical research tools and integrated support services that enable innovative
and efficient drug discovery and development. The Company is the global leader
in providing the animal research models required in research and development for
new drugs, devices and therapies. The Company also offers a broad and growing
portfolio of biomedical products and services that enable customers to reduce
cost, increase speed, and enhance productivity and effectiveness in drug
discovery and development. Charles River's customer base spans over 50
countries, and includes all of the major pharmaceutical and biotechnology
companies, as well as many leading hospitals and academic institutions. The
Company operates 76 facilities in 15 countries worldwide. For more information,
visit the Company's web site at http://www.criver.com.





         CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document includes
certain "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations, and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
stated or implied by the forward looking statements, including acquisition
integration risks, special interest groups, contaminations, industry trends, new
displacement technologies, outsourcing trends, USDA and FDA regulation, changes
in law, special interests groups, continued availability of products and
supplies, personnel and control, and others that are described in more detail in
the Risk Factors contained in the Company's most recent annual report on Form
10-K, as of December 30, 2000, as well as its other periodic SEC filings. The
Company disclaims any intent or obligation to update forward looking statements,
and otherwise claims the safe harbor protections for forward looking statements
afforded under The Private Securities Litigation Reform Act of 1995.



Contact:
Charles River Laboratories
Christopher DiFrancesco
Director, Corporate Communications
  and Investor Relations
978.658.6000 ext. 1508
ir@criver.com