December 9, 2004

By Facsimile and U.S. Mail

Pran Jha, Esq.
Sidley Austin Brown & Wood LLP
Bank One Plaza
10 South Dearborn Street
Chicago IL 60603

	Re:	Cephalon, Inc.
		Schedule TO-I filed
	      November 16, 2004
      	File No. 005-41753

Dear Mr. Jha:

	We have the following comments on the above-referenced
filing:

Schedule TO-I
Offer to Exchange Cover Page

1. Please revise your disclosure to include the date that the old
notes were issued.

Summary Financial Information, page 2

2. Revise your disclosure to include the earnings per share
information required by Item 1010(b)(2) of Regulation M-A.

Special Note Regarding Forward-Looking Statements, page 20

3. On page 21 you state that you will not update forward-looking
statements "except as required by law."  Please revise this
disclosure to clarify your obligation under Rules 13e-4(d)(2) to
amend the document to reflect a material change in the information
previously disclosed.

The Exchange Offer, page 23
Conditions to the Exchange Offer, page 26

4. We note that you may waive the conditions you list in your
document at any time in your sole discretion.  Please confirm your
understanding that if you waive a material condition, the offer
must remain open for at least five business days after that waiver.

Exchange Agent, page 30

5. You state that the exchange agent will be paid "customary
compensation for its services ...."  Revise to provide the
information required by Item 1009(a) of Regulation M-A.

Where You Can Find More Information, page 67

6. Schedule TO does not specifically allow you to forward
incorporate disclosure in subsequently filed documents.  In fact,
doing so is inconsistent with the technical requirements of General
Instruction F of Schedule TO and your obligation under Rules
13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule to reflect a
material change in the information previously disclosed.  Please
revise.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts relating to a company`s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

	Respond to our comments promptly.  Please furnish a response
letter, keying your response to our comment letter.  You should
transmit the letter via EDGAR under the label "CORRESP."  In the
even that you believe that compliance with any of the above comments
is inappropriate, provide a basis for such belief to the staff in the
response letter.  Please contact me at (202) 942-1762 if you have
any questions.

Sincerely,



Julia E. Griffith
Special Counsel
Office of Mergers and Acquisitions