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)              July 22, 2003

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-19119	23-2484489
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)       Financial Statements of Business Acquired:   Not applicable

(b)       Pro Forma Financial Information:   Not applicable

(c)       Exhibits

Number	Description
99.1	Important Notice to Cephalon Directors and Executive Officers Concerning Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

ITEM 11.   TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS

On July 22, 2003, Cephalon, Inc. (the “Registrant”), notified the participants of the Cephalon, Inc. 401(k) Profit Sharing Plan (the “Plan”) that the Registrant was changing the plan provider of the Plan from the current provider to The Vanguard Group.  On July 22, 2003, the Registrant provided the notice attached hereto as Exhibit 99.1 to all of its directors and executive officers.

The Registrant hereby incorporates by reference the notice dated July 22, 2003 attached hereto as Exhibit 99.1, and made a part of this Item 11.

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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 hereunto duly authorized.

	CEPHALON, INC.
Date:  July 22, 2003	By:	/s/ John E. Osborn
		John E. Osborn
		Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Important Notice to Cephalon Directors and Executive Officers Concerning Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

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EX-99.1

EXHIBIT 99.1

145 Brandywine Parkway   •   West Chester, PA   •   610.738.6515   •    610.738.6590.f

IMPORTANT NOTICE TO CEPHALON DIRECTORS AND EXECUTIVE OFFICERS
CONCERNING TEMPORARY SUSPENSION OF TRADING UNDER
CEPHALON’S EMPLOYEE BENEFIT PLANS AND RELATED
PROHIBITION IN TRADING CEPHALON EQUITY SECURITIES

To:                  Cephalon Directors and Executive Officers

From:             John M. Limongelli

Date:              July 22, 2003

As a director or executive officer of Cephalon, Inc., you are subject to the restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002, which prohibits certain trades in our securities during pension plan “blackout” periods.  In connection with these restrictions, please note the following:

1.             Effective August 29, 2003, we are changing the plan provider for the Cephalon, Inc. 401(k) Profit Sharing Plan (the “Plan”).  This change in provider will result in the Plan changing its investment options, recordkeepers and trustees.  As a result of these changes, it will be necessary to effect a temporary prohibition on all transactions in the Plan.  This period is called a “Blackout Period.”

2.             The Blackout Period for the Plan is expected to begin at 4:00 p.m., Eastern Time, on August 22, 2003 and end during the week of September 7, 2003.  During this period, you can determine whether the Blackout Period has started or ended by contacting the new Plan provider, The Vanguard Group, toll-free at 1-800-523-1188, Monday through Friday from 8:30 a.m. to 9:00 p.m., Eastern Time.  During the Blackout Period and for a period of two years after the ending date of the blackout period, any Cephalon shareholder or other interested person may obtain, without charge, the actual beginning and ending dates of the Blackout Period by contacting Cephalon’s legal department at (610) 344-0200.

3.             During the Blackout Period, you are not permitted, directly or indirectly, to purchase, sell or otherwise acquire or transfer any equity securities of the Company (or derivative securities of those equity securities), including, but not limited to, shares of Cephalon common stock, options to acquire shares of Cephalon common stock and debt securities convertible into Cephalon stock.  The terms “equity security” and “derivative security” have the meaning set forth in Section 3(a)(11) and Rule 16a-1(c), respectively, of the Securities Exchange Act of 1934, as amended.

4.If you have any questions concerning this notice or the blackout period, please contact:

Robin DeRogatis

Director, Compensation & Benefits

Cephalon, Inc.

145 Brandywine Parkway

West Chester, PA 19308-0200

(610) 738-6434

rderogat@cephalon.com