SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
Chattem, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
162456107
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(CUSIP Number)
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
however, see the Notes).
<PAGE>
CUSIP No. 162456107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Piedmont Capital Management Corporation
54-1769685
2. Check the Appropriate Box if a Member of a Group
(a)[ ] (b)[ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Commonwealth of Virginia
Number of Shares Beneficially Owned by Each Reporting
Person with:
5. Sole Voting Power 769,450
6. Shared Voting Power None
7. Sole Dispositive Power 769,450
8. Shared Dispositive Power None
9. Aggregate Amount Beneficially Owned by Each
Reporting Person
769,450
10. Check box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
7.8% (based on 9,821,681 shares outstanding)
12. Type of Reporting Person IA
<PAGE>
Item 1.
(a) Name of Issuer:
Chattem, Inc.
(b) Address of Issuer's Principal Executive Offices:
1715 W. 38th Street
Chattanooga, TN 37409
Item 2.
(a) Name of Person Filing:
Piedmont Capital Management Corporation
(b) Address of Principal Business Office, or if None,
Residence:
One James Center, Suite 1500
Richmond, VA 23219
(c) Citizenship:
Commonwealth of Virginia
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
162456107
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Act.
(b) [ ] Bank as defined in Section 13(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 13(a)(19)
of the Act.
(d) [ ] Investment company registered under Section 8 of
the investment company act.
(e) [x] Investment adviser registered under Section 203
of the investment advisers act of 1940.
(f) [ ] Employee benefit plan, pension fund which is subject
to the provisions of the employee retirement income security
act of 1974 or endowment fund; see SS.240.13d-(b)(1)(ii)(f).
(g) [ ] Parent holding company, in accordance with
ss.240.13d-1(b)(ii)(g) (note: see Item 7.)
(h) [ ] Group, in accordance with SS.240.13d-1(b)(1)(ii)(h).
<PAGE>
Item 4. Ownership.
If more than five percent of the class is owned, indicate:
(a) Amount beneficially owned:
769,450
(b) Percent of class:
7.8% (based on 9,821,681 shares outstanding)
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote.
769,450
(ii) Shared power to vote or to direct the vote
None
(iii)Sole power to dispose or to direct the disposition of:
769,450
(iv) Shared power to dispose or to direct the disposition
of:
None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more that five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on
Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
<PAGE>
Item 10. Certification.
The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issure of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
By: /S/ THOMAS E. MEGSON
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Name: Thomas E. Megson
Title: President
Dated: February 14, 2000
