SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GUERRY ALEXANDER ZAN III (Last) (First) (Middle) 1715 WEST 38TH STREET (Street) CHATTANOOGA TN 37409 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHATTEM INC [ CHTT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/28/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/28/2004		M		16,320	A	$4.935	315,602	D
Common Shares	06/28/2004		S		16,320	D	$28.7563	299,282	D
Common Shares	06/29/2004		M		33,680	A	$4.935	332,962	D
Common Shares	06/29/2004		S		33,680	D	$28.5502	299,282	D
Common Shares								12,000	I	By 401(k)(1)
Common Shares								120	I	By children or in trust for children(2)
Common Shares								938,228	I	By Corporation(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2000 Stock Option Plan (Right to Buy)	$4.935	06/28/2004		M			16,320	04/26/2002(4)	04/26/2011	Common Shares	16,320	$0	183,680	D
2000 Stock Option Plan (Right to Buy)	$4.935	06/29/2004		M			33,680	04/26/2002(4)	04/26/2011	Common Shares	33,680	$0	150,000	D
2003 Stock Option (Right to Buy)	$28.39							04/27/2005(4)	04/27/2014	Common Shares	60,000		60,000	D
2003 Stock Option Plan (right to buy)	$14.5							05/29/2004(4)	05/29/2013	Common Shares	125,000		125,000	D
Call option (obligation to sell)(5)	$34.4762							03/22/2005	03/22/2005	Common Shares	56,500		1	D
Call option (obligation to sell)(6)	$34							03/25/2005	03/25/2005	Common Shares	100,000		1	I	By Corporation
Put option (right to sell)(5)	$18.1263							03/22/2005	03/22/2005	Common Shares	56,500		1	D
Put option (right to sell)(6)	$17.88							03/25/2005	03/25/2005	Common Shares	100,000		1	I	By Corporation

Explanation of Responses:

1. Shares held by reporting persons through Employer 401(k) Plan. The Plan allows account shares to be purchased on self-directed basis.

2. Shares held by children or in trust for children of reporting person. Beneficial Ownership is disclaimed.

3. Shares held by Hamico, Inc. (charitable organization) on whose board of trustees reporting person sits. Beneficial ownership is disclaimed.

4. Options vest in four equal annual installments beginning on the first exercise date.

5. The reporting person entered into a zero-cost collar arrangement pursuant to which he wrote a covered call option and purchased a put option. Only one of the options can be in the money on the expiration date, at which time the in-the-money option will be exercised, and the other option will expire. If neither option is in the money on the expiration date, both options will expire.

6. Hamico, Inc. entered into a zero-cost collar arrangement pursuant to which it wrote a covered call option and purchased a put option. Only one of the options can be in- the-money on the expiration date, at which time the in-the-money option will be exercised, and the other option will expire. If neither option is in-the-money on the expiration date, both options will expire.

Remarks:

	/s/ Guerry III, Alexander (Zan)	06/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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