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): January 15, 2002

                        COMMISSION FILE NUMBER 333-92383

                 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)




                              ITEM 5. OTHER EVENTS

On January 15, 2002, the Registrant issued a press release announcing its
intention to offer approximately $150 million in Senior Convertible Debentures.
A copy of the press release is filed with this Form 8-K as Exhibit 99.1.



EXHIBIT 99.1

Press Release dated January 15, 2002

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
we have duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Dated: January 16, 2002

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

CORPORATE PRESS RELEASE

                                                                        [LOGO]


           CHARLES RIVER LABORATORIES ANNOUNCES $150 MILLION OFFERING
                        OF SENIOR CONVERTIBLE DEBENTURES

         WILMINGTON, MASS.; JANUARY 15, 2002: Charles River Laboratories
International, Inc. (NYSE: CRL) today announced its intention, subject to market
and other conditions, to offer in a private placement approximately $150 million
in Senior Convertible Debentures. The Debentures, due in 2022, will be
convertible into shares of Charles River's common stock. Charles River has
granted the initial purchasers of the Debentures an option to purchase up to an
additional $25 million principal amount of Debentures, exercisable within 13
days of the initial offering. Charles River intends to use the net proceeds from
the Debenture offering to retire its wholly-owned subsidiary's (Charles River
Laboratories, Inc.) $79.7 million aggregate principal amount of 13.5% Senior
Subordinated Notes due 2009, through a tender offer and consent solicitation,
and for general corporate purposes. The offering is being made only to qualified
institutional buyers in accordance with Rule 144A of the Securities Act of 1933.

         Neither the Debentures nor the common stock issuable upon conversion of
the Debentures have been registered under the Securities Act of 1933, or any
state securities laws. Unless so registered, the Debentures and the common stock
issuable upon conversion of the Debentures may not be offered or sold in the
United States absent an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any applicable state
securities laws. This announcement is neither an offer to sell nor a
solicitation of an offer to buy any of these securities.