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

Date of report (Date of earliest event reported) ~~August~~ September 2223, 2011

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-19119	23-2484489
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

41 Moores Road
Frazer, Pennsylvania		19355
(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other ~~Information~~Events.

On ~~August~~September 2223, 2011, Cephalon, Inc. (the “Company”) ~~issued~~received a ~~press~~subpoena ~~release~~duces ~~announcing~~tecum ~~that~~from the ~~Company~~U.S. ~~has given notice of an anticipated fundamental change to holders of the Company~~Attorney’s ~~2.50%~~Office ~~Convertible~~for ~~Senior~~the ~~Subordinated~~Southern ~~Notes~~District ~~due~~of ~~2014~~New ~~and~~York ~~2.00%~~pursuant ~~Convertible~~to ~~Senior~~its ~~Subordinated~~authority ~~Notes~~under ~~due 2015 in respect of~~ the ~~previously~~Health ~~announced~~Insurance ~~merger~~Portability ofand ~~the~~Accountability ~~Company~~Act ~~with~~requesting arecords ~~wholly-owned~~regarding ~~subsidiary~~TREANDA® of(bendamustine ~~Teva Pharmaceutical Industries Ltd~~hydrochloride)., ~~which is expected to become effective in October 2011.~~ The Company ~~hereby~~is ~~incorporates~~in ~~by reference~~ the ~~press~~process ~~release~~of ~~dated~~responding ~~August 22,~~to ~~2011,~~the ~~attached~~subpoena ~~hereto as Exhibit 99.1~~ and ~~made~~intends ato ~~part~~cooperate ~~of this Item 8~~fully.~~01.~~

~~Item 9.01 Financial Statements and Exhibits.~~2

~~(d) Exhibits.~~SIGNATURES

Exhibit No.		Description of Exhibit
99.1		Press Release of Cephalon, Inc. dated August 22, 2011

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: September 26, 2011	By:	/s/ Gerald J. Pappert
		Gerald J. Pappert
		Executive Vice President and General Counsel

~~SIGNATURES~~3

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: August 22, 2011	By:	/s/ Gerald J. Pappert
		Gerald J. Pappert
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		Press Release of Cephalon, Inc. dated August 22, 2011

Filing Compare · CEPHALON INC