EXHIBIT 10.1

                               AMENDMENT TO
                               ------------
                 NON-COMPETITION AND SEVERANCE AGREEMENT
                 ---------------------------------------

         THIS AMENDMENT is made this 31st day of May, 1995, by and between
CHATTEM, INC., a Tennessee corporation (the "Company") and John Pemberton
Guerry, an executive of the Company (the "Executive"), under the following
circumstances:

         The Company and the Executive have entered into a Non-Competition
and Severance Agreement dated May 16, 1990 (the "Agreement"), pursuant to
which, among other things, the Executive agreed in certain circumstances not
to compete with the Company and the Company agreed to pay the Executive a
severance benefit upon the discharge or constructive discharge of the
Executive following a Change in Control. The Company and the Executive now
desire to amend the Agreement to provide that during the three (3) year
period following the time when the Executive is entitled to receive the
severance benefit, the Company will continue to provide to the Executive
health, medical and life insurance benefits.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained in this Agreement, the parties agree:

         1.  The Agreement shall be amended by adding a new section, which
shall provide as follows:



             CONTINUATION OF BENEFITS.  The Company shall continue to provide
             to the Executive at its cost and expense health, medical and
             life insurance benefits at substantially the same level of
             benefits as the Executive has at the time he becomes entitled to
             the Severance Benefit in accordance with Section 4 hereof for a
             period of three (3) years following the date the Executive
             becomes entitled to such Severance Benefit.

         2.  Except as expressly set forth herein, this Amendment to the
Agreement shall not supersede or otherwise modify the terms and conditions of
the Agreement.


                                               _______________________________
                                               JOHN PEMBERTON GUERRY

                                               CHATTEM, INC.


                                               By: ___________________________
                                                   ROBERT E. BOSWORTH
                                                   Executive Vice President


ATTEST:


By: ___________________________
    Secretary

            (SEAL)


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