POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints

each of Gerald J. Pappert, Todd C. Longsworth, Carolyn S. Iosca  and Susan Z. Fitzpatrick, and each of

them acting alone, signing singly, the undersigned's true and lawful

attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer, director and/or 10% or more stockholder of

Cephalon, Inc. (the "Company"), Forms 3, 4 and 5 (and any amendments thereto)

in accordance with Section 16(a) of the Securities Exchange Act of 1934,

as amended (the "1934 Act"), and the rules promulgated thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such

Form 3, 4 and 5 (and any amendments thereto) and to file timely such form

with the United States Securities and Exchange Commission and any stock

exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the

foregoing which in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such

attorney-in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authorityto do and perform any and every act and thing whatsoever requisite,

necessary or proper to be done in the exercise of any of the rights and

powers herein granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact,

or such attorney-in-fact's substitute or substitutes, shall lawfully do or

cause to be done by virtue of this power of attorney and the rights and

powers herein granted.  The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 and or the 1934 Act.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 and 5 with respect

to the undersigned's holdings of and transactions in securities issued

by the Company, unless earlier revoked by the undersigned in a signed

writing delivered to each of the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 29th of Janauary, 2009.





 /s/ Gail R. Wilensky

 Gail R. Wilensky