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                                                                       EXHIBIT 3

                          ARTICLES OF AMENDMENT TO THE
                                RESTATED CHARTER
                                       OF
                                  CHATTEM, INC.


     Pursuant to the provisions of Section 48-16-102 of the Tennessee Business
Corporation Act (the "Act"), the undersigned corporation adopts the following
Articles of Amendment to its Restated Charter:

1.       The name of the corporation is Chattem, Inc.

1.       The text of the amendment adopted is:

                  A new Section 7 as set forth below shall be added to the
                  Restated Charter and current Sections 7 through 14 shall be
                  renumbered as Sections 8 through 15:

                  7. A series of preferred shares of the corporation is hereby
                  given the distinctive designation of "Series A Junior
                  Participating Preferred Stock," said series to consist of two
                  hundred thousand (200,000) shares without par value, of which
                  the preference and relative, participating, optional and other
                  special rights of such series and the qualifications,
                  limitations or restrictions thereof shall be as follows:

                           (a) DIVIDENDS AND DISTRIBUTIONS.

                                    (i) Subject to the prior and superior rights
                  of the holders of any shares of any series of Preferred Stock
                  ranking prior and superior to the shares of Series A Junior
                  Participating Preferred Stock with respect to dividends, the
                  holders of shares of Series A Junior Participating Preferred
                  Stock shall be entitled to receive, when, as and if declared
                  by the Board of Directors out of funds legally available for
                  the purpose, quarterly dividends payable in cash on the first
                  day of March, June, September and December in each year (each
                  such date being referred to herein as a "Quarterly Dividend
                  Payment Date"), commencing on the first Quarterly Dividend
                  Payment Date after the first issuance of a share or fraction
                  of a share of Series A Junior Participating Preferred Stock,
                  in an amount per share (rounded to the nearest cent) equal to
                  the greater of (A) $1.00 or (B) subject to the provision for
                  adjustment hereinafter set forth, 100 times the


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               aggregate per share amount of all cash dividends, and 100 times
               the aggregate per share amount (payable in kind) of all non-cash
               dividends or other distributions other than a dividend payable in
               shares of Common Stock or a subdivision of the outstanding shares
               of Common Stock (by reclassification or otherwise), declared on
               the Common Stock, without par value, of the corporation (the
               "Common Stock") since the immediately preceding Quarterly
               Dividend Payment Date, or, with respect to the first Quarterly
               Dividend Payment Date, since the first issuance of any share or
               fraction of a share of Series A Junior Participating Preferred
               Stock. In the event the corporation shall at any time after
               February 11, 2000 (the "Rights Dividend Declaration Date") (i)
               declare any dividend on Common Stock payable in shares of Common
               Stock, (ii) subdivide the outstanding Common Stock, or (iii)
               combine the outstanding Common Stock into a smaller number of
               shares, then in each such case the amount to which holders of
               shares of Series A Junior Participating Preferred Stock were
               entitled immediately prior to such event under clause (B) of the
               preceding sentence shall be adjusted by multiplying such amount
               by a fraction the numerator of which is the number of shares of
               Common Stock outstanding immediately after such event and the
               denominator of which is the number of shares of Common Stock that
               were outstanding immediately prior to such event.

                                    (ii) The corporation shall declare a
                  dividend or distribution on the Series A Junior Participating
                  Preferred Stock as provided in Paragraph (i) of this Section
                  (a) immediately after it declares a dividend or distribution
                  on the Common Stock (other than a dividend payable in shares
                  of Common Stock); provided that, in the event no dividend or
                  distribution shall have been declared on the Common Stock
                  during the period between any Quarterly Dividend Payment Date
                  and the next subsequent Quarterly Dividend Payment Date, a
                  dividend of $1.00 per share on the Series A Junior
                  Participating Preferred Stock shall nevertheless be payable on
                  such subsequent Quarterly Dividend Payment Date.

                                    (iii) Dividends shall begin to accrue and be
                  cumulative on outstanding shares of Series A Junior
                  Participating Preferred Stock from the Quarterly Dividend
                  Payment Date next preceding the date of issue of such shares
                  of Series A Junior Participating Preferred Stock, unless the
                  date of issue of such shares is prior to the record date for
                  the first


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                  Quarterly Dividend Payment Date, in which case
                  dividends on such shares shall begin to accrue from the date
                  of issue of such shares, or unless the date of issue is a
                  Quarterly Dividend Payment Date or is a date after the record
                  date for the determination of holders of shares of Series A
                  Junior Participating Preferred Stock entitled to receive a
                  quarterly dividend and before such Quarterly Dividend Payment
                  Date, in either of which events such dividends shall begin to
                  accrue and be cumulative from such Quarterly Dividend Payment
                  Date. Accrued but unpaid dividends shall not bear interest.
                  Dividends paid on the shares of Series A Junior Participating
                  Preferred Stock in an amount less than the total amount of
                  such dividends at the time accrued and payable on such shares
                  shall be allocated pro rata on a share-by-share basis among
                  all such shares at the time outstanding. The Board of
                  Directors may fix a record date for the determination of
                  holders of shares of Series A Junior Participating Preferred
                  Stock entitled to receive payment of a dividend or
                  distribution declared thereon, which record date shall be no
                  more than 30 days prior to the date fixed for the payment
                  thereof.

                           (b) VOTING RIGHTS. The holders of shares of Series A
                  Junior Participating Preferred Stock shall have the following
                  voting rights:

                                    (i) Subject to the provision for adjustment
                  hereinafter set forth, each share of Series A Junior
                  Participating Preferred Stock shall entitle the holder thereof
                  to 100 votes on all matters submitted to a vote of the
                  shareholders of the corporation. In the event the corporation
                  shall at any time after the Rights Dividend Declaration Date
                  (A) declare or pay any dividend on Common Stock payable in
                  shares of Common Stock, (B) subdivide the outstanding Common
                  Stock, or (C) combine the outstanding Common Stock into a
                  smaller number of shares, then in each such case the number of
                  votes per share to which holders of shares of Series A Junior
                  Participating Preferred Stock were entitled immediately prior
                  to such event shall be adjusted by multiplying such number by
                  a fraction the numerator of which is the number of shares of
                  Common Stock outstanding immediately after such event and the
                  denominator of which is the number of shares of Common Stock
                  that were outstanding immediately prior to such event.


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                                    (ii) Except as otherwise provided herein or
                  by law, the holders of shares of Series A Junior Participating
                  Preferred Stock and the holders of shares of Common Stock
                  shall vote together as one class on all matters submitted to a
                  vote of shareholders of the corporation.

                                    (iii) (A) If at any time dividends on any
                  Series A Junior Participating Preferred Stock shall be in
                  arrears in an amount equal to six (6) quarterly dividends
                  thereon, the occurrence of such contingency shall mark the
                  beginning of a period (herein called a "default period") which
                  shall extend until such time when all accrued and unpaid
                  dividends for all previous quarterly dividend periods and for
                  the current quarterly dividend period on all shares of Series
                  A Junior Participating Preferred Stock then outstanding shall
                  have been declared and paid or set apart for payment. During
                  each default period, all holders of Preferred Stock (including
                  holders of the Series A Junior Participating Preferred Stock)
                  with dividends in arrears in an amount equal to six (6)
                  quarterly dividends thereon, voting as a class, irrespective
                  of series, shall have the right to elect two (2) directors.

                                           (B) During any default period, such
                  voting right of the holders of Series A Junior
                  Participating Preferred Stock may be exercised initially at a
                  special meeting called pursuant to subparagraph (C) of this
                  Section (b)(iii) or at any annual meeting of shareholders, and
                  thereafter at annual meetings of shareholders, provided that
                  neither such voting right nor the right of the holders of any
                  other series of Preferred Stock, if any, to increase, in
                  certain cases, the authorized number of directors shall be
                  exercised unless the holders of ten percent (10%) in number of
                  shares of Preferred Stock outstanding shall be present in
                  person or by proxy. The absence of a quorum of the holders of
                  Common Stock shall not affect the exercise by the holders of
                  Preferred Stock of such voting right. At any meeting at which
                  the holders of Preferred Stock shall exercise such voting
                  right initially during an existing default period, they shall
                  have the right, voting as a class, to elect directors to fill
                  such vacancies, if any, in the Board of Directors as may then
                  exist up to two (2) directors or, if such right is exercised
                  at an annual meeting, to elect two (2) directors. If the
                  number which may be so elected at any special meeting does not


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                  amount to the required number, the holders of the Preferred
                  Stock shall have the right to make such increase in the number
                  of directors as shall be necessary to permit the election by
                  them of the required number. After the holders of the
                  Preferred Stock shall have exercised their right to elect
                  directors in any default period and during the continuance of
                  such period, the number of directors shall not be increased or
                  decreased except by vote of the holders of Preferred Stock as
                  herein provided or pursuant to the rights of any equity
                  securities ranking senior to or PARI PASSU with the Series A
                  Junior Participating Preferred Stock.

                                            (C) Unless the holders of Preferred
                  Stock shall, during an existing default period, have
                  previously exercised their right to elect directors, the Board
                  of Directors may order, or any shareholder or shareholders
                  owning in the aggregate not less than ten percent (10%) of the
                  total number of shares of Preferred Stock outstanding,
                  irrespective of series, may request, the calling of a special
                  meeting of the holders of Preferred Stock, which meeting shall
                  thereupon be called by the President, a Vice-President or the
                  Secretary of the corporation. Notice of such meeting and of
                  any annual meeting at which holders of Preferred Stock are
                  entitled to vote pursuant to this Paragraph (iii)(C) shall be
                  given to each holder of record of Preferred Stock by mailing a
                  copy of such notice to him at his last address as the same
                  appears on the books of the corporation. Such meeting shall be
                  called for a time not earlier than 20 days and not later than
                  60 days after such order or request or in default of the
                  calling of such meeting within 60 days after such order or
                  request, such meeting may be called on similar notice by any
                  shareholder or shareholders owning in the aggregate not less
                  than ten percent (10%) of the total number of shares of
                  Preferred Stock outstanding. Notwithstanding the provisions of
                  this Paragraph (iii)(C), no such special meeting shall be
                  called during the period within 60 days immediately preceding
                  the date fixed for the next annual meeting of the
                  shareholders.

                                            (D) In any default period, the
                  holders of Common Stock, and other classes of stock of the
                  corporation if applicable, shall continue to be entitled to
                  elect the whole number of directors until the holders of
                  Preferred Stock shall have exercised their right to elect two
                  (2) directors voting as a


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                  class, after the exercise of which
                  right (i) the directors so elected by the holders of Preferred
                  Stock shall continue in office until their successors shall
                  have been elected by such holders or until the expiration of
                  the default period, and (ii) any vacancy in the Board of
                  Directors may (except as provided in Paragraph (iii)(B) of
                  this Section (b)) be filled by vote of a majority of the
                  remaining directors theretofore elected by the holders of the
                  class of stock which elected the director whose office shall
                  have become vacant. References in this Paragraph (iii) to
                  directors elected by the holders of a particular class of
                  stock shall include directors elected by such directors to
                  fill vacancies as provided in clause (ii) of the foregoing
                  sentence.

                                            (E) Immediately upon the expiration
                  of a default period, (i) the right of the holders of
                  Preferred Stock as a class to elect directors shall cease,
                  (ii) the term of any directors elected by the holders of
                  Preferred Stock as a class shall terminate, and (iii) the
                  number of directors shall be such number as may be provided
                  for in the charter or by-laws irrespective of any increase
                  made pursuant to the provisions of Paragraph (iii)(B) of this
                  Section (b) (such number being subject, however, to change
                  thereafter in any manner provided by law or in the Restated
                  Charter or by-laws). Any vacancies in the Board of Directors
                  effected by the provisions of clauses (ii) and (iii) in the
                  preceding sentence may be filled by a majority of the
                  remaining directors.

                                    (iv) Except as set forth herein, or as
                  otherwise provided by law, holders of Series A Junior
                  Participating Preferred Stock shall have no special voting
                  rights and their consent shall not be required (except to the
                  extent they are entitled to vote with holders of Common Stock
                  as set forth herein) for taking any corporate action.

                           (c)      CERTAIN RESTRICTIONS.

                                    (i) Whenever quarterly dividends or other
                  dividends or distributions payable on the Series A Junior
                  Participating Preferred Stock as provided in Section (a) are
                  in arrears, thereafter and until all accrued and unpaid
                  dividends and distributions, whether or not declared, on
                  shares of Series A Junior Participating Preferred Stock
                  outstanding shall have been paid in full, the corporation
                  shall not


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                                            (A)  declare or pay  dividends on
                  or, make any other distributions  on, any shares of
                  stock ranking junior (either as to dividends or upon
                  liquidation, dissolution or winding up) to the Series A Junior
                  Participating Preferred Stock;

                                            (B) declare or pay dividends on or
                  make any other distributions on any shares of stock
                  ranking on a parity (either as to dividends or upon
                  liquidation, dissolution or winding up) with the Series A
                  Junior Participating Preferred Stock, except dividends paid
                  ratably on the Series A Junior Participating Preferred Stock
                  and all such parity stock on which dividends are payable or in
                  arrears in proportion to the total amounts to which the
                  holders of all such shares are then entitled;

                                            (C) redeem or purchase or otherwise
                  acquire for consideration shares of any stock ranking
                  on a parity (either as to dividends or upon liquidation,
                  dissolution or winding up) with the Series A Junior
                  Participating Preferred Stock, provided that the corporation
                  may at any time redeem, purchase or otherwise acquire shares
                  of any such parity stock in exchange for shares of any stock
                  of the corporation ranking junior (either as to dividends or
                  upon dissolution, liquidation or winding up) to the Series A
                  Junior Participating Preferred Stock; or

                                            (D) redeem or purchase or otherwise
                  acquire for consideration any shares of Series A
                  Junior Participating Preferred Stock, or any shares of stock
                  ranking on a parity with the Series A Junior Participating
                  Preferred Stock, except in accordance with a purchase offer
                  made in writing or by publication (as determined by the Board
                  of Directors) to all holders of such shares upon such terms as
                  the Board of Directors, after consideration of the respective
                  annual dividend rates and other relative rights and
                  preferences of the respective series and classes, shall
                  determine in good faith will result in fair and equitable
                  treatment among the respective series or classes.

                                    (ii) The corporation shall not permit any
                  subsidiary of the corporation to purchase or otherwise acquire
                  for consideration any shares of stock of the corporation
                  unless the corporation could, under Paragraph (i) of this
                  Section (c), purchase or


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                  otherwise acquire such shares at such time and in such manner.

                           (d) REACQUIRED SHARES. Any shares of Series A Junior
                  Participating Preferred Stock purchased or otherwise acquired
                  by the corporation in any manner whatsoever shall be retired
                  and canceled promptly after the acquisition thereof. All such
                  shares shall upon their cancellation become authorized but
                  unissued shares of Preferred Stock without designation as to
                  series and may be reissued as part of a new series of
                  Preferred Stock to be created by resolution or resolutions of
                  the Board of Directors as permitted by the Restated Charter or
                  as otherwise permitted under Tennessee law.



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                           (e)      LIQUIDATION, DISSOLUTION OR WINDING UP.

                                    (i) Upon any liquidation (voluntary or
                  otherwise), dissolution or winding up of the corporation, no
                  distribution shall be made to the holders of shares of stock
                  ranking junior (either as to dividends or upon liquidation,
                  dissolution or winding up) to the Series A Junior
                  Participating Preferred Stock unless, prior thereto, the
                  holders of shares of Series A Junior Participating Preferred
                  Stock shall have received an amount equal to $100 per share of
                  Series A Participating Preferred Stock, plus an amount equal
                  to accrued and unpaid dividends and distributions thereon,
                  whether or not declared, to the date of such payment (the
                  "Series A Liquidation Preference"). Following the payment of
                  the full amount of the Series A Liquidation Preference, no
                  additional distributions shall be made to the holders of
                  shares of Series A Junior Participating Preferred Stock
                  unless, prior thereto, the holders of shares of Common Stock
                  shall have received an amount per share (the "Common
                  Adjustment") equal to the quotient obtained by dividing (x)
                  the Series A Liquidation Preference by (y) 100 (as
                  appropriately adjusted as set forth in Paragraph (iii) below
                  to reflect such events as stock splits, stock dividends and
                  recapitalizations with respect to the Common Stock) (such
                  number in clause (y), the "Adjustment Number"). Following the
                  payment of the full amount of the Series A Liquidation
                  Preference and the Common Adjustment in respect of all
                  outstanding shares of Series A Junior Participating Preferred
                  Stock and Common Stock, respectively, holders of Series A
                  Junior Participating Preferred Stock and holders of shares of
                  Common Stock shall receive their ratable and proportionate
                  share of the remaining assets to be distributed in the ratio
                  of the Adjustment Number to 1 with respect to such Preferred
                  Stock and Common Stock, on a per share basis, respectively.

                                    (ii) In the event, however, that there are
                  not sufficient assets available to permit payment in full of
                  the Series A Liquidation Preference and the liquidation
                  preferences of all other series of preferred stock, if any,
                  which rank on a parity with the Series A Junior Participating
                  Preferred Stock, then such remaining assets shall be
                  distributed ratably to the holders of such parity shares in
                  proportion to their respective liquidation preferences. In the
                  event, however, that there are not sufficient assets available
                  to permit payment in full of the Common


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                  Adjustment, then such remaining assets shall be distributed
                  ratably to the holders of Common Stock.

                                    (iii) In the event the corporation shall at
                  any time after the Rights Dividend Declaration Date (A)
                  declare or pay any dividend on Common Stock payable in shares
                  of Common Stock, (B) subdivide the outstanding Common Stock,
                  or (C) combine the outstanding Common Stock into a smaller
                  number of shares, then in each such case the Adjustment Number
                  in effect immediately prior to such event shall be adjusted by
                  multiplying such Adjustment Number by a fraction the numerator
                  of which is the number of shares of Common Stock outstanding
                  immediately after such event and the denominator of which is
                  the number of shares of Common Stock that were outstanding
                  immediately prior to such event.

                           (f) CONSOLIDATION, MERGER, ETC. In case the
                  corporation shall enter into any consolidation, merger,
                  combination or other transaction in which the shares of Common
                  Stock are exchanged for or changed into other stock or
                  securities, cash and/or any other property, then in any such
                  case the shares of Series A Junior Participating Preferred
                  Stock shall at the same time be similarly exchanged or changed
                  in an amount per share (subject to the provision for
                  adjustment hereinafter set forth) equal to 100 times the
                  aggregate amount of stock, securities, cash and/or any other
                  property (payable in kind), as the case may be, into which or
                  for which each share of Common Stock is changed or exchanged.
                  In the event the corporation shall at any time after the
                  Rights Dividend Declaration Date declare or pay any dividend
                  on Common Stock payable in shares of Common Stock, or effect a
                  subdivision or combination or consolidation of the outstanding
                  shares of Common Stock (by reclassification or otherwise than
                  by payment of a dividend in shares of Common Stock) into a
                  greater or lesser number of shares of Common Stock, then in
                  each such case the amount set forth in the preceding sentence
                  with respect to the exchange or change of shares of Series A
                  Junior Participating Preferred Stock shall be adjusted by
                  multiplying such amount by a fraction the numerator of which
                  is the number of shares of Common Stock outstanding
                  immediately after such event and the denominator of which is
                  the number of shares of Common Stock that were outstanding
                  immediately prior to such event.

                           (g) NO REDEMPTION. The shares of Series A Junior
                  Participating Preferred Stock shall not be redeemable.


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                           (h) RANKING. The Series A Junior Participating
                  Preferred Stock shall rank junior to all other series of the
                  corporation's Preferred Stock as to the payment of dividends
                  and the distribution of assets, unless the terms of any such
                  series shall provide otherwise.

                           (i) AMENDMENT. The Restated Charter shall not be
                  amended in any manner which would materially alter or change
                  the powers, preferences or special rights of the Series A
                  Junior Participating Preferred Stock so as to affect the
                  holders thereof adversely without the affirmative vote of the
                  holders of at least a majority of the outstanding shares of
                  Series A Junior Participating Preferred Stock, voting
                  separately as a class.

                           (j) FRACTIONAL SHARES. Series A Junior Participating
                  Preferred Stock may be issued in fractions of a share which
                  shall entitle the holder, in proportion to such holder's
                  fractional shares, to exercise voting rights, receive
                  dividends, participate in distributions and to have the
                  benefit of all other rights of holders of Series A Junior
                  Participating Preferred Stock.


          1.      The amendment was duly adopted on January 27, 2000 by the
                  Board of Directors of the Company without shareholder action
                  which, in accordance with Section 48-16-102 of the Act, was
                  not required.


                  Dated this _________ day of _______________ , 2000.


                                      CHATTEM, INC.


                                       By: ___________________________
                                           A. Alexander Taylor II,
                                       President
                                          and Chief Operating Officer


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