8-K

                       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


         Date of report (Date of earliest event reported): June 4, 2002
                                                           ------------


                                 CEPHALON, INC.
                -----------------------------------------------
                (Exact Name of Registrant Specified in Charter)


   DELAWARE                          0-19119                     23-2484489
- -----------------              -------------------          ------------------
 (State or Other                (Commission File             (I.R.S. Employer
 Jurisdiction of                     Number)                Identification No.)
 Incorporation)


          145 Brandywine Parkway
       West Chester, Pennsylvania                                   19380
- ----------------------------------------                           ----------
(Address of Principal Executive Offices)                           (Zip Code)


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


                                 Not Applicable
         --------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)









ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On June 4, 2002, at the direction of the Board of Directors of Cephalon,
Inc., a Delaware corporation (the "Company"), acting upon the recommendation of
its Audit Committee, the Company dismissed Arthur Andersen LLP ("Andersen") as
the Company's independent public accountants and has determined to appoint
PricewaterhouseCoopers LLP ("PwC") to serve as the Company's independent public
accountants for the fiscal year 2002.

     Andersen's reports on the Company's consolidated financial statements for
each of the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.

     During the years ended December 31, 2001 and 2000 and through the filing
date of this Current Report on Form 8-K, there were no disagreements with
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Andersen's satisfaction would have caused them to make reference to the subject
matter in connection with their report on the Company's consolidated financial
statements for such years; and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.

     The Company provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Andersen's letter, dated June 5, 2002,
stating its agreement with such statements.

     During the years ended December 31, 2001 and 2000 and through the filing
date of this Current Report on Form 8-K, the Company did not consult PwC with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's consolidated financial statements, or any other
matters or "reportable events," in each case in the manner contemplated by Items
304(a)(2)(i) and (ii) of Regulation S-K.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

        Exhibits

        16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
             Commission dated June 5, 2002, filed herewith.







                                    SIGNATURE


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


                                        CEPHALON, INC.


                                        By: /s/ J. KEVIN BUCHI
                                            ------------------------------
                                             J. Kevin Buchi
                                             Senior Vice President and
                                               Chief Financial Officer


Dated: June 4, 2002

EX-16.1

                                                                    EXHIBIT 16.1


                       [LETTERHEAD OF ARTHUR ANDERSEN LLP]


June 5, 2002


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Dear Sir/Madam:

We have read the first four paragraphs of Item 4 included in the Form 8-K dated
June 4, 2002 of Cephalon, Inc. to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.



Very truly yours,

/s/ ARTHUR ANDERSEN LLP
- -----------------------
Arthur Andersen LLP

cc:    Mr. J. Kevin Buchi
       Senior Vice President and Chief Financial Officer
       Cephalon, Inc.