UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)Under the Securities Exchange
Act of 1934
(Amendment No. 3 )*


CEPHALON INC.
(Name of Issuer)


COMMON STOCK
(Title of Class of Securities)

156708109
(CUSIP Number)

AIG SoundShore Holdings Ltd.
c/o DKR Management Company Inc.
1281 EAST MAIN STREET
STAMFORD, CONNECTICUT 06902
(203) 324-8400

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

December 21, 2000
(Date of Event Which Requires Filing of this
Statement)



Check the following 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 remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosure provided
in a prior cover page.

The information required in the remainder of this cover page shall
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 (however, see the Notes).


CUSIP No. 156708109


1.  NAME OF REPORTING PERSONS

AIG SoundShore Holdings Ltd.

SS OR IRS IDENTIFICATION NO. OF ABOVE PERSONS
98-0191909

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Attached

(a)
(b)

3. SEC USE ONLY

4. CITIZEN OR PLACE OF ORGANIZATION

Corporation organized and existing under the Companies Act
of 1981 Bermuda

Number of Shares Beneficially Owned By Each Reporting Person
With:

5.   SOLE VOTING POWER

884,849 shares of  Cephalon Preferred Security convertible
into 2,468,729 common stock

6.   SHARED VOTING POWER

N/A

7.    SOLE DISPOSITION POWER

884,849 shares of  Cephalon Preferred Security convertible
into 2,468,729 common stock


8. SHARED DISPOSITION POWER

N/A

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

884,849 shares of  Cephalon Preferred Security convertible
into 2,468,729 common stock

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.62

12.  TYPE OF REPORTING PERSON*

CO

Item 1:	Security and Issuer

1(a) 	Name of Issuer
Cephalon Inc.

1(b)	Address of Issuer's Principal Executive Offices
145 Brandywine Parkway
West Chester, PA 19380
United States

Item 2:	Identity and Background

2(a)	Name of person Filing
	AIG SoundShore Holdings Ltd.
2(b)	Address of Principal Business Office or, if none, Residence
	29 Richmond Road, Pembroke HM08 Bermuda
2(c)	Citizenship/ Corporation organized
	A corporation organized and existing under the Companies Act
of 1981 of Bermuda
2(d)	Title of Class of Security
	Cephalon Inc.
2(e)	Cusip Number
	156708109

Item 3: If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
the person filing is a:

AIG SoundShore Holdings Ltd., is filing Form 13G as a "Passive Investor".
AIG SoundShore Holdings Ltd. does not seek to acquire or influence
"control" of the issuer and owns less than 10% of the class of securities.

Item 4:   Ownership

Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1:

4(a)	Amount Beneficially Owned

884,849 shares of  Cephalon Preferred Security convertible
into 2,468,729 common stock

4(b)	Percent of Class

5.62% (see Item 11 footnote for clarification on the number)

4(c) 	Number of shares as to which the person has

(i) Sole Power to vote or to direct the vote

884,849 shares of  Cephalon Preferred Security convertible
into 2,468,729 common stock

(ii)	Shared power to vote or to direct the vote
N/A

(iii)	Sole power to dispose or to direct the disposition of

884,849 shares of  Cephalon Preferred Security convertible
into 2,468,729 common stock

(iv) Shared power to dispose or to direct the disposition of
N/A

Instruction:
For computation regarding securities which represent a right
to acquire an underlying security see Rule 13d-3(d)(1).

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

Instruction: Dissolution of a group requires a response to
this item.

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

If any other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest related to more than five percent of the class, such
person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.

The shares of Cephalon are held indirectly by DKR Management
Company, Inc. ("DKRMCI"), a registered Investment Advisor, which
serves as the Investment Manager to AIG SoundShore Holdings Ltd.
(the "Fund").  Basso Securities Ltd. ("Basso")  has entered into
an Advisory Service Agreement with AIGMCI, to act as a portfolio
manager to the Fund.  As such, DKRMCI, the registered Investment
Manager, Basso Securities Ltd., and AIG SoundShore Holdings Ltd.
the filer) have more than five percent interest in the security
and has the right to receive or the power to direct the receipt
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.

If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of each member of the group.

Not Applicable

Item 8:	Identification and Classification of Members of the
Group.

If a group his filed this schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under item 3(h) and attach an exhibit stating the
identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identity of each member of the group.



Item 9:	Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of he group, in their individual
capacity.  See item 5.

Not Applicable

Item 10:	Certification

The following certification shall be included if the statement
is filed pursuant to Rule 13D-1(c):

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
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.


Date:	January 8, 2001

/s/ Anthony Giordano
Senior Vice President

Name/Title

The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference.  The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.


The shares of the Cephalon Inc. ("Cephalon") are held Indirectly
by DKR Management Company, Inc. ("DKRMCI"), a registered Investment
Advisor, which serves as the Investment Manager to AIG SoundShore
Holdings Ltd.  Basso Securities Ltd. ("Basso")  has entered into
an Advisory Service Agreement with AIGMCI, to act as a portfolio
manager to AIG SoundShore Holdings Ltd.  Both DKRMCI and Basso
have filed Form 13G independently.


 The percentage was calculated by dividing 2,468,728.710 shares
which the preferred securities held by Basso Securities Ltd.
would be exercisable (or convertible) into by  43,875,728.71
(which represents the sum of 41,407,000 shares (outstanding
based on the latest information provided by Bloomberg) and
2,468,728.710 shares (representing the number of shares that
would be held by Basso Securities upon conversion of the
preferred security)).