Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MCEWAN ALASTAIR STUART
  2. Issuer Name and Ticker or Trading Symbol
CHARLES RIVER LABORATORIES INTERNATIONAL INC [CRL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Corporate Vice President
(Last)
(First)
(Middle)
251 BALLARDVALE STREET
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2004
(Street)

WILMINGTON, MA 01887
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/20/2004   A   79,518 A $ 0 (1) 79,518 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 0.03 10/20/2004   A   209     (2) 08/31/2011 Common Stock 209 $ 0 (1) 209 D  
Employee Stock Option (right to buy) $ 0.06 10/20/2004   A   9,390     (2) 03/25/2012 Common Stock 9,390 $ 0 (1) 9,390 D  
Employee Stock Option (right to buy) $ 18.35 10/20/2004   A   16,000     (3) 04/29/2013 Common Stock 16,000 $ 0 (1) 16,000 D  
Employee Stock Option (right to buy) $ 22.19 10/20/2004   A   12,000     (4) 06/28/2013 Common Stock 12,000 $ 0 (1) 12,000 D  
Employee Stock Option (right to buy) $ 29.55 10/20/2004   A   28,000     (5) 01/30/2014 Common Stock 28,000 $ 0 (1) 28,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCEWAN ALASTAIR STUART
251 BALLARDVALE STREET
WILMINGTON, MA 01887
      Corporate Vice President  

Signatures

 /s/ Rushna Heneghan as attorney-in-fact for Alastair Stuart McEwan   10/22/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares and options to purchase shares of Issuer common stock were acquired pursuant to the transactions contemplated by the Agreement and Plan of Merger dated as of June 30, 2004, by and among the Issuer, Inveresk Research Group, Inc. Indigo Merger I Corp. and Indigo Merger II LLC (successor to Indigo Merger II Corp.).
(2) Immediately.
(3) 5,333 options are immediately exercisable; 5,333 options are exercisable on 4/29/05 and 5,334 options are exercisable on 4/29/06.
(4) 4,000 options are immediately exercisable; 4,000 options are exercisable on each of 6/28/05 and 6/28/06.
(5) 9,333 options are exercisable on 1/30/05 and 1/30/04; 9,334 options are exercisable on 1/30/07.

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