UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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o	Preliminary Proxy Statement
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o	Definitive Proxy Statement
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Cephalon, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*CEPHALON, INC.*	Stockholder Meeting to be held on 05/12/09
IMPORTANT NOTICE	Proxy Materials Available at www.proxyvote.com:
Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders	·	Notice and Proxy Statement
to be held on May 12, 2009	·	Form 10-K
	·	Annual Report
You are receiving this communication because you hold shares
in the above company, and the material you should review
before you cast your vote is now available.

This communication presents only an overview of the more complete proxy material that is available to you on the Internet. We encourage you to access and review all of	PROXY MATERIALS - VIEW OR RECEIVE
the important information contained in the proxy material before voting.	You can choose to view the material Online or receive a paper or e-mail copy. There is NO charge for requesting a paper or e-mail copy. Requests, instructions and other inquiries will NOT be forwarded to your investment
	advisor.

CEPHALON, INC.	To facilitate timely delivery please make the request as instructed below on or before 04/28/09.
41 MOORES ROAD
FRAZER, PA 19355	HOW TO VIEW MATERIAL VIA THE INTERNET
	Have the 12 Digit Control Number(s) available and visit:
	www.proxyvote.com

	HOW TO REQUEST A COPY OF MATERIAL
	1) BY INTERNET — www.proxyvote.com
	2) BY TELEPHONE — 1-800-579-1639
	3) BY E-MAIL* — sendmaterial@proxyvote.com

	*If requesting material by e-mail, please send a blank e-mail with the 12 Digit Control Number (located on the following page) in the subject line.

See the Reverse Side for Meeting Information and Instructions on How to Vote

Meeting Information		How To Vote
Meeting Type:	Annual		Vote In Person
Meeting Date:	05/12/09		Many stockholder meetings have attendance requirements. Please check the meeting material for any special requirements for meeting attendance. At the Meeting, you will need to request a ballot to vote these shares.
Meeting Time:	8:30 A.M., EDT
For holders as of:	03/17/09

Meeting Location:
Cephalon, Inc. Corporate Headquarters
41 Moores Road
Frazer, PA 19355

Meeting Directions:			Vote By Internet
For Meeting Directions Please Visit:
http://www.cephalon.com/fileadm/media/			To vote *now* by Internet, go to:
downloads/Driving_Directions.pdf			WWW.PROXYVOTE.COM.
			Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time the day before the cut-off date or meeting date. Have your notice in hand when you access the web site and follow the instructions.

Voting Items

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL DIRECTOR NOMINEES AND FOR ITEMS 2 AND 3.

1.	ELECTION OF DIRECTORS
	Nominees:
	01) Frank Baldino, Jr., Ph.D.	05) Kevin E. Moley
	02) William P. Egan	06) Charles A. Sanders, M.D.
	03) Martyn D. Greenacre	07) Gail R. Wilensky, Ph.D.
	04) Vaughn M. Kailian	08) Dennis L. Winger

2.	APPROVAL OF AMENDMENT TO THE 2004 EQUITY COMPENSATION PLAN INCREASING THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE.

3.	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2009.

4.	IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.