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): February 12, 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 February 12, 2002, the Registrant issued a press release announcing the
consideration to be paid by its wholly-owned subsidiary, Charles River
Laboratories, Inc., in its cash tender offer for any and all of its outstanding
13.5% 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 February 12, 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: February 14, 2002

                                  BY: /s/ Dennis R. Shaughnessy
                                      ------------------------------------------
                                      Dennis R. Shaughnessy, Sr. Vice President,
                                      Corporate Development, General Counsel
                                      and Secretary

EX-99.1

                                                                 Exhibit 99.1


CORPORATE PRESS RELEASE




                 CHARLES RIVER LABORATORIES SETS PURCHASE PRICE
                    IN TENDER OFFER AND CONSENT SOLICITATION
                FOR ITS 13.5% SENIOR SUBORDINATED NOTES DUE 2009

         WILMINGTON, MASS.; FEBRUARY 12, 2002: Charles River Laboratories
International, Inc. (NYSE: CRL) announced today the consideration to be paid by
its wholly-owned subsidiary, Charles River Laboratories, Inc., in its cash
tender offer for any and all of its outstanding 13.5% Senior Subordinated Notes
due 2009. The tender offer is subject to the terms and conditions set forth in
Charles River's Offer to Purchase and Consent Solicitation Statement dated
January 16, 2002, and will expire at 9:00 a.m. New York City time on February
14, 2002, unless extended by Charles River.

         Holders of notes who tendered prior to 12:00 midnight, New York City
time, on January 30, 2002 (the expiration date of the consent solicitation
period) will receive the tender offer consideration plus the consent payment of
$13 per $650 principal amount of notes. Holders of notes who tendered after the
expiration date of the consent solicitation period will receive only the tender
offer consideration.

         The tender offer consideration was determined using the yield of the
6.00% U.S. Treasury Notes due August 15, 2004 (the applicable reference
security), plus a fixed spread of 75 basis points. The yield on the applicable
reference security, as calculated by Credit Suisse First Boston Corporation at
2:00p.m. New York City time on February 11, 2002, was 3.279%. Accordingly, the
tender offer yield and the tender offer consideration per $650 principal amount
of notes are 4.029% and $828.63, respectively. The total consideration per $650
principal amount of notes that is payable to holders of notes who tendered prior
to the expiration date of the consent solicitation period, is equal to $841.63,
representing the sum of the tender offer consideration, plus the consent payment
of $13 per $650 principal amount of notes. The assumed payment date is February
14, 2002.

         Credit Suisse First Boston Corporation is acting as the dealer manager
in connection with the tender offer and consent solicitation. The Information
Agent is MacKenzie Partners, Inc. and the Depositary is State Street Bank.
Persons with questions regarding the tender offer and consent solicitation
should contact Credit Suisse First Boston Corporation, Liability Management
Group, at either (212) 538-8474 or (800) 820-1653.

         Charles River Laboratories, 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.

         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 Securities
Exchange Commission.

         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 interest 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 Registration Statement,
filed on Form S-3, as of July 19, 2001, 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:   Christopher DiFrancesco
           Director, Corporate Communications and Investor Relations
           Ir@criver.com
           978-658-6000 ext.1329