EXHIBIT 4.2


                              ARTICLES OF AMENDMENT
                   TO THE SECOND AMENDED AND RESTATED CHARTER
                          OF KING PHARMACEUTICALS, INC.

Pursuant to the provisions of Section 48-20-106 of The Tennessee Business
Corporation Act, the undersigned Corporation adopts the following articles of
amendment to its Second Amended and Restated Charter:

     1.   Name. The name of the Corporation is: KING PHARMACEUTICALS, INC.

     2.   Effective Date. This Amendment is to be effective when filed by the
          Secretary of State.

     3.   Amendment. The text of Section 2(a) of the Corporation's Second
          Amended and Restated Charter shall be deleted and amended to read as
          follows:

               The total number of shares of common stock that the Corporation
               shall have authority to issue is 600,000,000, no par value (the
               "Common Stock"). The total number of shares of preferred stock
               that the Corporation shall have authority to issue is 15,000,000,
               no par value per share (the "Preferred Stock").

     4.   For Profit. The Corporation is for profit.

     5.   Adoption. The Amendment was duly adopted by the shareholders of the
          Corporation on May 25, 2006.

     Date: June 16, 2006

                                           KING PHARMACEUTICALS, INC.

                                           /s/ James W. Elrod

                                           By: JAMES W. ELROD
                                               General Counsel and Secretary