SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  SCHEDULE 13G

      INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-
    1(b)(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d - 2(b)



                                 CEPHALON, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    156708109
                                 (CUSIP NUMBER)

                              Basso Securities Ltd.
                              1281 East Main Street
                               Stamford, CT 06902

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                               - with copies to -

                           Ricardo W. Davidovich, Esq.
                    Tannenbaum Helpern Syracuse & Hirschtritt
                          900 Third Avenue - 13th Floor
                            New York, New York 10022
                                 (212) 508-6700

                                  July 17, 2000
             (Date of event which requires filing of this statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                      |_|  Rule 13d-1-(b)
                      |X|  Rule 13d-1-(c)
                      |_|  Rule 13d-1-(d)

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.

                                Page 1 of 6 Pages




CUSIP No. 156708109


________________________________________________________________________________
1.   Name of Reporting Persons
     I.R.S. Identification Nos. of Above Persons (entities only)

Basso Securities Ltd.

________________________________________________________________________________
2.   Check the Appropriate Box if a Member of a Group (See Instructions)
                                                                 (a)  [_]
                                                                 (b)  [_]

________________________________________________________________________________
3.   SEC Use Only



________________________________________________________________________________
4.   Citizenship or Place of Organization

Delaware

________________________________________________________________________________
  Number Of    5.   Sole Voting Power

   Shares           1,042,980 shares of preferred security convertible
                    into 2,909,914 shares of common stock
               _________________________________________________________________
Beneficially   6.   Shared Voting Power

  Owned By          0
               _________________________________________________________________
    Each       7.   Sole Dispositive Power

  Reporting         1,042,980 shares of preferred security convertible
                    into 2,909,914 shares of common stock
               _________________________________________________________________
   Person      8.   Shared Dispositive Power

    With            0
________________________________________________________________________________
9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     1,042,980 shares of preferred security convertible into 2,909,914 shares of
     common stock

________________________________________________________________________________
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     (See Instructions)

                                                                          [_]

________________________________________________________________________________
11.  Percent of Class Represented by Amount in Row (9)

     7.7% of Common Stock_

________________________________________________________________________________
12.  Type of Reporting Person (See Instructions)

     CO


                                Page 2 of 6 Pages






CUSIP No. 156708109

Item 1(a)   Name of Issuer:

Cephalon, Inc. (the "Issuer")

Item 1(b)   Address of Issuer:

145 Brandywine Parkway
West Chester, PA 19380
United States

Item 2(a)   Name of Person Filing:

Basso Securities Ltd.

Item 2(b)   Address of Principal Business Office or, if none, Residence:

The address of the reporting person is:

1281 East Main Street
Stamford, CT 06902

Item 2(c)   Citizenship:

Delaware,  USA

Item 2(d)   Title of Class of Securities:

Common Stock, $0.01 par value

Item 2(e)   CUSIP Number:

156708109

Item 3  If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
        13d-2(c) promulgated under the Securities Exchange Act of 1934, check
        whether the filing person is a:


                                Page 3 of 6 Pages






CUSIP No. 156708109

a. |_| Broker or dealer registered under Section 15 of the Act,
b. |_| Bank as defined in Section 3(a)(6) of the Act,
c. |_| Insurance Company as defined in Section 3(a)(19) of the Act,
d. |_| Investment Company registered under Section 8 of the Investment Company
       Act,
e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
f. |_| Employee Benefit Plan, or Endowment Fund in accordance with
       Rule 13d-1(b)(1)(ii)(F),
g. |_| Parent Holding Company or Control Person, in accordance with
       Rule 13d-1(b)(ii)(G); (Note:  see Item 7),
h. |_| A savings association as defined in Section 3(b) of the Federal Deposit
       Insurance Act (12 U.S.C. 1813);
i. |_| A church plan that is excluded from the definition of an investment
       company under section 3(c)(14) of the Investment Company Act of 1940;
j. |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4 Ownership:

     (a) Amount Beneficially Owned: As of November 9, 2000, an aggregate of
1,042,980 shares of preferred security convertible into 2,909,914 shares of
common stock were beneficially owned by Basso Securities Ltd. as an advisor to
certain funds managed by AIG International Management Company, Inc., as follows:
(i) 716,747 preferred shares (convertible into 1,999,724 shares of common stock)
were held by AIG SoundShore Holdings Ltd., (ii) 199,035 preferred shares
(convertible into 555,308 shares of common stock) were held by AIG SoundShore
Opportunity Holding Fund Ltd. and (iii) 127,198 preferred shares (convertible
into 354,882 shares of common stock) were held by AIG SoundShore Strategic
Holding Fund Ltd. Basso Securities Ltd. disclaims beneficial ownership of the
holdings reported herein.

     (b) Percent of Class: 7.7% /1/

     (c) Number of shares as to which such person has:

          (i) sole power to vote or to direct the vote:

               1,042,980 shares of preferred security convertible into 2,909,914
               shares of common stock

          (ii) shared power to vote or direct the vote:

- --------

/1/ The  percentage  was  calculated  by  dividing  2,909,914  shares  which the
preferred  securities held by Basso Securities Ltd. would be exercisable into by
37,797,469 shares (which  represents the sum of 34,887,555  shares  (outstanding
based on the latest 10Q of the Issuer  filed on August 14,  2000) and  2,909,914
shares (representing the number of shares that would be held by Basso Securities
Ltd. upon the exercise of the preferred security)).

                                Page 4 of 6 Pages





CUSIP No. 156708109

          (iii) sole power to dispose or to direct the disposition of:

               1,042,980 shares of preferred security convertible into 2,909,914
               shares of common stock

          (iv) shared power to dispose or direct the disposition of:

               0

Item 5    Ownership of Five Percent or Less of a Class:

          If this  statement  is being  filed to report  the fact that as of the
          date hereof the reporting person has ceased to be the beneficial owner
          of more  than  five  percent  of the  class of  securities,  check the
          following |_|

Item 6    Ownership of More than Five Percent on Behalf of Another Person:

          Basso Securities Ltd. has entered into an Advisory Services  Agreement
          with  AIG  International   Management  Company,  Inc.  ("AIGMCI"),   a
          registered  investment  adviser,  to act as the  portfolio  manager to
          certain funds managed by AIGMCI. As such,  AIGMCI,  and AIG SoundShore
          Holdings Fund Ltd., a fund to which Basso  Securities Ltd. acts as the
          portfolio  manager,  each has more than five  percent  interest in the
          security  and has the right to  receive  or the  power to  direct  the
          receipt of  dividends  from,  or the  proceeds  from the sale of, such
          security.

Item 7    Identification and Classification of the Subsidiary which Acquired the
          Security Being Reported on By the Parent Holding Company:

          Not applicable

Item 8    Identification and Classification of Members of the Group:

          Not applicable

Item 9    Notice of Dissolution of Group:

          Not applicable

Item 10   Certification:

          By  signing  below I certify  that,  to the best of my  knowledge  and
          belief, the

                                Page 5 of 6 Pages



CUSIP No. 156708109

          securities  referred to above were not  acquired  and are not held for
          the  purpose  of or with the effect of  changing  or  influencing  the
          control of the issuer of the  securities and were not acquired and are
          not held in  connection  with or as a participant  in any  transaction
          having that purpose or effect.

Signature

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


November 10, 2000


November 10, 2000
- -----------------------------
Date

/s/ Howard I. Fischer
- -----------------------------
Signature


Howard I. Fischer, President
- -----------------------------
Name/Title