EXHIBIT 99.2

                                                        CONTACT: SHERYL WILLIAMS
                                                                 610-738-6493

FOR IMMEDIATE RELEASE

         CEPHALON RETIRES ROYALTY OBLIGATION UNDER REVENUE-SHARING NOTES

     West Chester, PA -- November 2, 2000 -- Cephalon, Inc. (NASDAQ: CEPH) today
announced that it has agreed to pay in full $6.6 million to the noteholders of
its outstanding revenue-sharing notes, which were initially issued in February
1999. This payment will retire all obligations associated with the notes,
effective as of December 31, 2000, including Cephalon's obligation to pay
royalties on the U.S. sales of PROVIGIL(R) (modafinil) Tablets [C-IV] through
December 31, 2001.

     The Company will recognize the $6.6 million payment as a charge to fourth
quarter 2000 earnings.

     Cephalon, Inc., headquartered in West Chester, Pennsylvania, is an
international biopharmaceutical company dedicated to the discovery, development
and marketing of products to treat sleep disorders, neurological disorders,
cancer and pain.

     In addition to historical facts or statements of current condition, this
press release may contain forward-looking statements. Forward-looking statements
provide Cephalon's current expectations or forecasts of future events. These may
include statements regarding anticipated scientific progress on its research
programs, development of potential pharmaceutical products, interpretation of
clinical results, prospects for regulatory approval, manufacturing development
and capabilities, market prospects for its products, sales and earnings
projections, and other statements regarding matters that are not historical
facts. You may identify some of these forward-looking statements by the use of
words in the statements such as "anticipate," "estimate," "expect," "project,"
"intend," "plan," "believe" or other words and terms of similar meaning.
Cephalon's performance and financial results could differ materially from those
reflected in these forward-looking statements due to general financial,
economic, regulatory and political conditions affecting the biotechnology and
pharmaceutical industries as well as more specific risks and uncertainties such
as those set forth below and in its reports on Form 8-K, 10-Q and 10-K filed
with the U.S. Securities and Exchange Commission. Given these risks and
uncertainties, any or all of these forward-looking statements may prove to be
incorrect. Therefore, you should not rely on any such factors or forward-looking
statements. Furthermore, Cephalon does not intend (and it is not obligated) to
update publicly any forward-looking statements. This discussion is permitted by
the Private Securities Litigation Reform Act of 1995.

     NOTE: Cephalon's press releases are posted on the Internet at the company's
Web site at www.cephalon.com. They are also available by fax 24 hours a day at
no charge by calling PR Newswire's Company News On-Call at 800-758-5804,
extension 134563.

                                     * * * *