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) October 11, 2011 (October 7, 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.

On October 7, 2011, Cephalon, Inc. (the “Company”) and Teva Pharmaceutical Industries Ltd. (“Teva”) issued a press release announcing that the U.S. Federal Trade Commission has accepted the proposed consent order in connection with the pending acquisition of the Company by Teva and granted early termination of the Hart Scott Rodino waiting period. The Company hereby incorporates by reference the press release dated October 7, 2011, attached hereto as Exhibit 99.1 and made a part of this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit

99.1		Press Release of Cephalon, Inc. and Teva Pharmaceutical Industries Ltd. dated October 7, 2011

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: October 11, 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. and Teva Pharmaceutical Industries Ltd. dated October 7, 2011

CEPHALON INC 8-K