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


                    AMENDMENT NO. 1 TO FORM 8-K ON FORM 8-K/A


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       DATE OF REPORT (Date of earliest event reported): February 7, 2001


                         COMMISSION FILE NUMBER 1-15943


                 CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
             (Exact Name of Registrant as specified in its Charter)


        DELAWARE                                         06-1397316
(State of Incorporation)                    (I.R.S. Employer Identification No.)


             251 BALLARDVALE STREET, WILMINGTON, MASSACHUSETTS 01887
               (Address of Principal Executive Offices) (Zip Code)


                                  978-658-6000
              (Registrant's Telephone Number, Including Area Code)





This Amendment No. 1 to Form 8-K on Form 8-K/A is being filed to change the item
number of the Form 8-K under which this information is filed from Item 9
("Regulation FD Disclosure") to Item 5 ("Other Events"). In addition, we are
providing information herein regarding the Registrant's upcoming Annual Meeting
of Stockholders.


                              ITEM 5. OTHER EVENTS

         On February 7, 2001, the Registrant issued a press release announcing
the signing of a definitive agreement to acquire Primedica Corporation from
Genzyme Transgenics Corporation for $52 million. The purchase price includes $26
million in cash, $16.5 million in restricted stock of the Registrant, and $9.5
million in assumed debt. A copy of the press release is filed with this Form 8-K
as Exhibit 99.1.

         In addition, the Registrant has scheduled its 2001 Annual Meeting of
Stockholders for Tuesday, May 8, 2001, at 10:00 a.m. local time at the Lanam
Club, 260 N. Main Street, Andover, MA. All holders of the Registrant's common
stock of record on March 12, 2001 are entitled to notice of and to vote at the
Annual Meeting.

         To be considered for inclusion in the proxy statement relating to the
Annual Meeting of Stockholders, stockholder proposals must be received a
reasonable time before the Registrant begins to print and mail its proxy
statement (which is currently expected to begin on March 19, 2001). Pursuant to
the Registrant's Bylaws, stockholders may give notice to the Registrant of
matters to be considered for presentation at the Annual Meeting, although not
included in the proxy statement, by no later than March 22, 2001. Proposals
received after that date will not be voted on at the Annual Meeting. If a
proposal is received before that date, the proxies that management solicits for
the meeting may still exercise discretionary voting authority on the proposal
under circumstances consistent with the proxy rules of the Securities and
Exchange Commission. All stockholder proposals should be marked for the
attention of Dennis R. Shaughnessy, Esq., Charles River Laboratories, Inc., 251
Ballardvale Street, Wilmington, MA 01887.

EXHIBIT 99.1

Press Release dated February 7, 2001

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Amendment No. 1 to Form 8-K on Form 8-K/A to
be signed on its behalf by the undersigned hereunto duly authorized.

                                  CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Dated: March 12, 2001

                                  By: /s/ Dennis R. Shaughnessy
                                      ------------------------------------------
                                  Dennis R. Shaughnessy, Sr. Vice President,
                                  Corporate Development, General Counsel
                                  and Secretary