8-K

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):     November 7, 2007

CHATTEM, INC.

(Exact name of registrant as specified in its charter)

Tennessee	0-5905	62-0156300
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1715 West 38^th Street, Chattanooga, Tennessee 37409

(Address of principal executive offices, including zip code)

(423) 821-4571

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(c)           Effective November 7, 2007, the Board of Directors (the “Board”) of Chattem, Inc. (the “Company”) appointed John L. Stroud and J. Blair Ramey to the position of Vice President, Marketing of the Company.  Mr. Stroud and Mr. Ramey will jointly manage the marketing operations of the Company and each will have direct management responsibility for different segments of the Company's product portfolio.

Mr. Stroud, age 47, has served as the Company’s Vice President, Brand Management since May 2007 and, prior to this time, as a category manager since joining the Company in August 2005.  From November 1995 to March 2005, Mr. Stroud served in various capacities, including as Vice President of Marketing, R&D and Quality, at Brach’s Confections, Inc., a manufacturer of confections and fruit snacks, with total revenues at that time of approximately  $400 million.

Since joining the Company in 1998, Mr. Ramey, age 41, has served as a marketing manager and as a marketing director and, since April 2006, as the Company’s Vice President, Brand Management and Media.  Prior to joining the Company, Mr. Ramey held marketing positions at Nabisco, Inc. and Bryan Foods.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)           On November 7, 2007, the Board approved an amendment to Article IV of the Company’s Amended and Restated By-Laws, as amended (the “By-Laws”), to provide that shares of the Company’s capital stock may be either certificated or uncertificated.  The amendment was required in order to comply with the requirement that NASDAQ-listed securities be eligible for a Direct Registration Program, also referred to as a Direct Registration System (“DRS”), by January 1, 2008.  DRS is a process that allows companies to issue shares in book-entry form, without the need for physical paper certificates, so that shares can be moved electronically between brokers and transfer agents through a secure, closed end network currently administered by The Depository Trust Company.  A copy of the amendment to the By-Laws, which was effective as of November 7, 2007, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  The description of the amendment to the By-Laws is qualified in its entirety by reference to Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits:

99.1 Amendment to Amended and Restated By-Laws dated November 7, 2007

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SIGNATURES

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

	CHATTEM, INC.
November 13, 2007	By:	/s/ Theodore K. Whitfield, Jr.
		Theodore K. Whitfield, Jr.
		Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No. Exhibit Description

99.1 Amendment to Amended and Restated By-Laws dated November 7, 2007

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EX-99.1

EXHIBIT 99.1

Amendment to the Amended and Restated By-Laws

Approved by the Board of Directors of

Chattem, Inc.

November 7, 2007

1. Article IV of the Amended and Restated By-Laws of Chattem, Inc. (the “Corporation”), as amended prior to the date hereof, is hereby deleted in its entirety and in lieu thereof shall be inserted the following:

ARTICLE IV – SHARES

Section 1.  Certificates of Stock.  Shares of the capital stock of the Corporation may be either certificated or uncertificated.  Shares of capital stock of the Corporation represented by certificates shall be in such form as may from time to time be prescribed by the Board of Directors.  Such certificate shall be signed either manually or in facsimile by the Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the time of its issue.

Section 2.  Transfers.  Unless otherwise provided by the Board of Directors, if shares of capital stock are certificated, such shares may be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate properly endorsed or accompanied by a written assignment or power of attorney properly executed.  If shares of stock are not certificated, such shares may be transferred only on the books of the Corporation upon the receipt of proper instructions from the holder of uncertificated shares.  In the case of transfers of either certificated or uncertificated shares of capital stock, the Corporation or its transfer agent shall also receive such evidence of succession, assignment and authority as either may reasonably require.  Transfers shall also be subject to applicable transfer restrictions imposed by law or agreement.

Section 3.  Record Holders.  Except as may otherwise be required by law, by the Restated Charter or by these by-laws, the Corporation shall be entitled to treat the record holder of stock, whether certificated or uncertificated, as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these by-laws.

Section 4.  Voting Upon Shares of Other Corporations Held by the Corporation.  The Chairman of the Board or the President shall have authority to vote in person or by proxy on behalf of the Corporation at any meeting of shareholders of any corporation in which the Corporation may hold shares.  The board may confer like powers upon any other officer.

2. Except as specifically provided above, the Corporation’s Amended and Restated By-Laws, as amended prior to the date hereof, shall continue in full force and effect.