Exhibit 23.4



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Cephalon, Inc. of our report dated December 26, 2001,
relating to the financial statements of Lafon Group, which appear in
Cephalon, Inc.'s Current Report on Form 8-K/A filed on April 16, 2002. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.



Paris, France
May 14, 2002


Befec-Price Waterhouse

Member of PricewaterhouseCoopers


/s/ Liliane Tellier
Partner