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): May 25, 2004


                                  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)






Item 9.  Regulation FD Disclosure.

     Chattem,  Inc.  (the  "Company"),  a marketer and  manufacturer  of branded
consumer   products,   announced  today  at  the  SunTrust   Robinson   Humphrey
Institutional  Investors  Conference  in  Atlanta,   Georgia  that,  based  upon
preliminary  results,  it  currently  expects  earnings per share for its fiscal
second quarter ending May 31, 2004, prior to refinancing  charges, to exceed the
Company's  earlier  guidance of  $.42-.44.  The Company  also expects its fiscal
second quarter total revenues will exceed prior guidance of $64-66 million.

     Chattem cited stronger than expected sell-in of its product line extensions
and  continuing  strength from its Icy Hot(R),  Selsun  Blue(R) and Gold Bond(R)
lines as reasons for the better-than-expected results.

     Chattem  expects  to  release  its  complete  fiscal  second  quarter  2004
financial results after the market closes on Thursday, June 17, 2004.

     Statements  in this  Current  Report on Form 8-K  which are not  historical
facts  are  forward-looking   statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform  Act of 1995.  These  forward-looking  statements
involve risks,  uncertainties  and assumptions  that could cause actual outcomes
and results to differ materially from those expressed or projected.


     The  information in this Current Report on Form 8-K is being  furnished and
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  or  incorporated  by
reference in any filing under the  Securities  Act of 1933,  as amended,  or the
Exchange Act,  except as shall be expressly  set forth by specific  reference in
such filing.






                                   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.


May 25, 2004                                         CHATTEM, INC.

                                          By:/s/A. Alexander Taylor II
                                                -----------------------------
                                          A. Alexander Taylor II
                                          President and Chief Operating Officer