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                                  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


                                  April 9, 1997
                        (Date of earliest event reported)



                                 Cephalon, Inc.
             (Exact name of registrant as specified in its charter)



           Delaware                            0-19119                23-2484489
(State or other jurisdiction                 (Commission           (IRS Employer
of incorporation or organization)            File Number)                ID No.)


      145 Brandywine Parkway
      West Chester, Pennsylvania                                        19380
(Address of principal executive offices)                              (Zip Code)


                                 (610) 344-0200
              (Registrant's telephone number, including area code)


                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)
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ITEM 5.  OTHER EVENTS.

   On April 9, 1997, Cephalon, Inc. (the "Registrant") announced that it had
entered into an arrangement with a financial institution under which Cephalon
intends to purchase call options representing the right to acquire up to 2.5
million shares of its own common stock.

   The Registrant hereby incorporates by reference the Press Release, which is
attached hereto as Exhibit 99.1 and made a part hereof, into this Item 5.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Financial Statements of Business Acquired: None

      (b)   Pro Forma Financial Information: None

      (c)   Exhibits: Reference is made to the Exhibit Index annexed hereto and
            made a part hereof.
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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 thereunto duly authorized.


                                                CEPHALON, INC.



Date: April 9, 1997                             By: /s/ Bruce A. Peacock
                                                   ---------------------
                                                   Bruce A. Peacock
                                                   Executive Vice President and
                                                   Chief Operating Officer
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                                  EXHIBIT INDEX


EXHIBIT                                                                     PAGE
- -------                                                                     ----
99.1        Press Release dated April 9, 1997