8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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        Date of Report (Date of earliest event reported): January 2, 2007


                                  CHATTEM, INC.
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             (Exact name of registrant as specified in its charter)


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



               1715 West 38th Street, Chattanooga, Tennessee 37409
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          (Address of principal executive offices, including zip code)



                                 (423) 821-4571
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              (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:

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

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

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

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




Item 2.01.        Completion of Acquisition or Disposition of Assets.
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                  On January 2, 2007, Chattem, Inc. (the "Company") completed
its previously announced acquisition (the "Acquisition") of the United States
rights to certain brands previously owned by Johnson & Johnson and the consumer
healthcare business of Pfizer Inc., including ACT(R) (an anti-cavity
mouthwash/mouth rinse), Unisom(R) (an over-the-counter sleep aid), Cortizone (a
hydrocortisone anti-itch product), Kaopectate(R) (an anti-diarrhea product) and
Balmex(R) (a diaper rash product), and issued a press release announcing the
closing. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. The Acquisition was consummated for an
aggregate purchase price of $410 million in cash, subject to a post-closing
inventory adjustment to be determined within 90 days following the closing, in
accordance with the terms and conditions of the Asset Purchase Agreement dated
October 5, 2006, as amended on November 27, 2006, by and among the Company,
Johnson & Johnson and Pfizer Inc., a copy of which was originally filed as an
exhibit to the Company's Form 8-K filed on November 15, 2006.

Item 9.01.        Financial Statements and Exhibits.
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                  (a) Financial Statements of Businesses Acquired.

                      The Company will file the financial statements
required by Item 9.01(a) of Form 8-K or as otherwise permitted by the staff of
the Securities and Exchange Commission by an amendment hereto not later than 71
calendar days after the date this initial report on Form 8-K must be filed.

                  (b) Pro Forma Financial Information.

                      The Company will file the pro forma financial
information required by Item 9.01(b) of Form 8-K or as otherwise permitted by
the staff of the Securities and Exchange Commission by an amendment hereto not
later than 71 calendar days after the date this initial report on Form 8-K must
be filed.

                  (d) Exhibits.

                      99.1     Press Released dated January 2, 2007.





                                   SIGNATURES
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                  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.


January 8, 2007                    CHATTEM, INC.


                                    By:  /s/ Theodore K. Whitfield, Jr.
                                         ---------------------------------------
                                         Theodore K. Whitfield, Jr.
                                         Vice President, General Counsel and
                                              Secretary





                                  EXHIBIT INDEX
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Exhibit No.                Exhibit Description
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99.1                       Press Released dated January 2, 2007.

EX-99.1

                                                                    Exhibit 99.1

      Chattem, Inc. Completes Acquisition of Certain Consumer Brands from
                               Johnson & Johnson

    CHATTANOOGA, Tenn.--(BUSINESS WIRE)--Jan. 2, 2007--Chattem, Inc.
(NASDAQ: CHTT) - a leading marketer and manufacturer of branded
consumer products, today announced the closing of its previously
announced agreement to acquire the U.S. rights to five leading
consumer and over-the-counter ("OTC") brands from Johnson & Johnson
for $410 million in cash.

    With the acquisition, Chattem's diverse portfolio of high quality
brands has now been expanded to include the following additional
brands: ACT(R), an anti-cavity mouthwash/mouth rinse; UNISOM(R), an
OTC sleep aid; CORTIZONE, a hydrocortisone anti-itch product;
KAOPECTATE(R), an anti-diarrhea product; and BALMEX(R), a diaper rash
product. The acquired brands were divested in connection with the
recent acquisition by Johnson & Johnson of Pfizer Inc.'s Consumer
Healthcare business and certain regulatory requirements in connection
with that acquisition.

    "We are very excited to add these leading brands to the Company's
existing portfolio of quality products," said Zan Guerry, Chairman and
Chief Executive Officer of Chattem. "With the tremendous cooperation
of Johnson & Johnson and Pfizer Inc., we have worked very hard over
the past several months to help ensure a smooth transition of
ownership and remain very excited about the growth potential of these
brands."

    The acquisition was funded in part with the proceeds from a new
$300 million term loan provided by Bank of America pursuant to a Fifth
Amendment to and restatement of its Credit Agreement, with the
remaining funds principally being provided through the use of a
portion of the proceeds derived from Chattem's previously announced
sale of 2% Convertible Senior Notes due 2013.

    About Chattem

    Chattem, Inc. is a leading marketer and manufacturer of a broad
portfolio of branded OTC healthcare products, toiletries and dietary
supplements. The Company's products target niche market segments and
are among the market leaders in their respective categories across
food, drug and mass merchandisers. The Company's portfolio of products
includes well-recognized brands such as Icy Hot(R), Gold Bond(R),
Selsun Blue(R), Garlique(R), Pamprin(R) and BullFrog(R). Chattem
conducts a portion of its global business through subsidiaries in the
United Kingdom, Ireland and Canada. For more information, please visit
the Company's website: www.chattem.com.

    Certain statements and information included in this release
constitute "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Chattem to be materially different from
any future results, performance or achievements expressed or implied
in such forward-looking statements. Additional discussion of factors
that could cause actual results to differ materially from management's
projections, estimates and expectations is contained in Chattem's
Annual Report on Form 10-K for the fiscal year ended November 30, 2005
and the other documents Chattem files with the SEC from time to time.
Chattem undertakes no duty to update its forward-looking statements,
including any such statements regarding the expected economic benefits
resulting from the acquisition.

    CONTACT: Chattem, Inc., Chattanooga
             Catherine Baker, Investor Relations, 423-822-3209