Prospectus Supplement No. 11                    Filed pursuant to Rule 424(b)(3)
to Prospectus dated August 6, 2001              File No. 333-62234

                                 CEPHALON, INC.

           $400,000,000 5 1/4 CONVERTIBLE SUBORDINATED NOTES DUE 2006

        This document supplements information contained in that certain
prospectus of Cephalon, Inc. dated August 6, 2001, as amended and supplemented
from time to time, relating to the potential resale from time to time of
$400,000,000 5 1/4 Convertible Subordinated Notes due 2006 and 5,405,405 shares
of common stock by the selling securityholders identified in the prospectus and
any prospectus supplements. This prospectus supplement is not complete without,
and may not be delivered or utilized except in connection with the prospectus,
including any amendments or supplements thereto.

        The following table supplements, or amends, as noted, the information
set forth in the prospectus under the caption "Selling Securityholders" with
respect to:

                -       the principal amount of notes beneficially owned by each
                        selling securityholder and the maximum principal amount
                        that each may offer, and

                -       the number of shares of common stock issued upon
                        conversion of the notes that each selling securityholder
                        may sell under the prospectus, as amended or
                        supplemented.



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                                                                            NUMBER OF COMMON
                                                         PRINCIPAL AMOUNT     SHARES ISSUED
                                                             OF NOTES        UPON CONVERSION
                                                           BENEFICIALLY      THAT MIGHT BE
NAME OF SELLING SECURITYHOLDER (1)                          OWNED (2)             SOLD
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The following information supplements the information
set forth in the prospectus originally filed or as
previously amended or supplemented:

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J.P. Morgan Securities Inc.                                      7,000,000             94,594

The following information amends the information
set forth in the prospectus originally filed or as
previously amended or supplemented:

Deutsche Banc Alex Brown Inc.                                   22,332,000            301,783

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(1)     The information set forth herein is as of December 13, 2001 and will be
updated as required.


(2)     Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities.



        Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement. Any representation to the
contrary is a criminal offense.

          The date of this prospectus supplement is December 13, 2001.