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


                                December 6, 2001
           -----------------------------------------------------------
                        (Date of earliest event reported)



                                 Cephalon, Inc.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)



             Delaware                       0-19119                  23-2484489
--------------------------------------------------------------------------------
  (State or other jurisdiction            (Commission              (IRS Employer
of incorporation or organization)         File Number)                ID No.)


         145 Brandywine Parkway
       West Chester, Pennsylvania                                      19380
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


                                 (610) 344-0200
           -----------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
           -----------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)





ITEM 5. OTHER EVENTS.

On December 6, 2001, Cephalon, Inc. (the "Registrant") publicly announced the
private placement of $500 million of its 2.5% Convertible Subordinated Notes due
December 15, 2006. This offering, which was made through initial purchasers to
qualified institutional buyers under Rule 144A of the Securities Act of 1933, as
amended (the "Securities Act"), is expected to close on December 11, 2001.

The Registrant hereby incorporates by reference the press release attached
hereto as Exhibit 99.1, and made a part of this Item 5.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (a)  Financial Statements of Business Acquired: None

        (b)  Pro Forma Financial Information: None

        (c)  Exhibits: Reference is made to the Exhibit Index annexed hereto
                       and made a part hereof.






                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                CEPHALON, INC.



Date: December 6, 2001                          By: /s/ J. KEVIN BUCHI
                                                    ----------------------------
                                                    J. Kevin Buchi
                                                    Chief Financial Officer







                                  EXHIBIT INDEX


Exhibit                                                                     Page
-------                                                                     ----

99.1              PRESS RELEASE