Edgar Filing: CHESAPEAKE ENERGY CORP

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2001

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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CHESAPEAKE ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)

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OKLAHOMA 73-1395733
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

6100 North Western Avenue, Oklahoma City, Oklahoma 73118
(405) 848-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

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Copies to:
AUBREY K. MCCLENDON CONNIE S. STAMETS
CHAIRMAN OF THE BOARD AND WINSTEAD SECHREST & MINICK P.C.
CHIEF EXECUTIVE OFFICER 5400 RENAISSANCE TOWER
6100 NORTH WESTERN AVENUE 1201 ELM STREET
OKLAHOMA CITY, OKLAHOMA 73118 DALLAS, TEXAS 75270
(405) 848-8000 (214) 745-5400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME TO TIME
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box [ ]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

CALCULATION OF REGISTRATION FEE

==============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Shares Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Unit Price Registration Fee
------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $0.01 per share 1,117,216 $9.185(1) $10,261,628 $2,566
Common Stock, par value $0.01 per share 194,838 $14.41(2) 2,807,616 702
Common Stock, par value $0.01 per share 11,039 $9.185(3) 101,393 26
Common Stock, par value $0.01 per share 450,000 $10.00(2) 4,500,000 1,125
Common Stock Purchase Warrants 38,160 (4) (4)

Common Stock, par value $0.01 per share 38,160 $11.79(2) 449,906 112
Common Stock Purchase Warrants 157,410 (4) (4)
Common Stock, par value $0.01 per share 157,410 $12.58(2) 1,980,217 494
Common Stock Purchase Warrants 267,120 (4) (4)
Common Stock, par value $0.01 per share 267,120 $15.72(2) 4,199,126 1,050
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$24,299,886 $6,075(5)
==============================================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices of the
common stock reported on the New York Stock Exchange composite transactions
reporting system as of May 21, 2001.

(2) The registration fee has been calculated in accordance with Rule 457(g) of
the Securities Act.

(3) The registration fee has been calculated in accordance with Rule 457(g) of
the Securities Act based on the common stock price as estimated pursuant to Rule
457(c), based on the average of the high and low prices of the common stock
reported on the New York Stock Exchange composite transactions reporting system
as of May 21, 2001.

(4) Because both the warrants and the common stock underlying the warrants are
being registered for distribution under this registration statement, for
purposes of Rule 457(g), no separate registration fee is required for the
warrants.

(5) Pursuant to Rule 457(p), the registration fee for the securities registered
hereby is offset in full by the registration fee previously paid by the
registrant on July 7, 2000 in connection with its Registration Statement on Form
S-1 (File No. 333-41014).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SECURITYHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

SUBJECT TO COMPLETION, DATED MAY 23, 2001

PROSPECTUS

CHESAPEAKE ENERGY CORPORATION

This prospectus may be used in connection with the resale of 1,117,216
shares of our outstanding common stock and 1,118,567 shares of our common stock
issuable upon exercise of warrants. This prospectus also may be used for the
resale of warrants to purchase 462,690 shares of our common stock. We refer to
these shares and warrants, collectively, as the "securities." The warrants
offered by this prospectus are all currently exercisable at the prices set forth
below and expire on the dates identified:

o Warrants to purchase 38,160 shares of common stock at $11.79
per share, expiring on August 19, 2001.

o Warrants to purchase 267,120 shares of common stock at $15.72
per share, expiring on September 1, 2004.

o Warrants to purchase 157,410 shares of common stock at $12.58
per share, expiring on May 1, 2005.

The selling securityholders will receive all of the net proceeds from
the sale of the securities and will pay all underwriting discounts and selling
commissions related to any such sale. We will not receive any of the proceeds
from the sale of the securities by the selling securityholders. However, we will
receive proceeds from the exercise of warrants exercised for cash.

Our common stock is listed on the New York Stock Exchange under the
symbol CHK. On May 22, 2001, the last reported sale price of the common stock on
the New York Stock Exchange was $9.13 per share. The warrants are not listed on
any national securities exchange or quoted on any automated quotation system.

The selling securityholders may sell the securities described in this
prospectus in a number of different ways and at varying prices. We provide more
information about how the selling securityholders may sell their securities in
the section entitled "Plan of Distribution" on page 11.

SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR FACTORS THAT YOU SHOULD
CONSIDER BEFORE BUYING OUR SECURITIES.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is ______ ___, 2001

TABLE OF CONTENTS

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The Company...................................................................3

Risk Factors..................................................................3

Forward-Looking Statements....................................................8

Use of Proceeds...............................................................9

Selling Securityholders.......................................................9

Plan Of Distribution.........................................................11

Description of Capital Stock.................................................12

Legal Matters................................................................14

Experts......................................................................14

Where You Can Find More Information..........................................14

Incorporation By Reference...................................................15

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THE COMPANY

We are among the ten largest independent natural gas producers in the
United States. Chesapeake began operations in 1989 and completed its initial
public offering in 1993. Our common stock trades on the New York Stock Exchange
under the symbol CHK. Our principal executive offices are located at 6100 North
Western Avenue, Oklahoma City, Oklahoma 73118, and our main telephone number at
that location is (405) 848-8000. Chesapeake maintains a website at
www.chkenergy.com. Information contained on our website is not part of this
prospectus.

In May 2001, we owned interests in approximately 6,700 producing oil
and gas wells. Our primary operating area is the Mid-Continent region of the
United States, which includes Oklahoma, western Arkansas, southwestern Kansas
and the Texas Panhandle. Other core operating areas include: the Deep Giddings
field in Texas, which includes the Austin Chalk and Georgetown formations; the
Helmet area of northeastern British Columbia; and the Permian Basin region of
southeastern New Mexico.

RISK FACTORS

You should carefully consider the following risk factors in addition to
the other information included or incorporated by reference in this prospectus.
Each of these risk factors could adversely affect our business, operating
results and financial condition, as well as adversely affect the value of an
investment in our common stock or other securities.

Oil and gas prices are volatile. A decline in prices could adversely affect our
financial results, cash flows, access to capital and ability to grow.

Our revenues, operating results, profitability, future rate of growth
and the carrying value of our oil and gas properties depend primarily upon the
prices we receive for our oil and gas. Prices also affect the amount of cash
flow available for capital expenditures and our ability to borrow money or raise
additional capital. The amount we can borrow from banks is subject to
semi-annual redeterminations based on current prices at the time of
redetermination. In addition, we may have ceiling test writedowns if prices
decline significantly from present levels.

Historically, the markets for oil and gas have been volatile and they
are likely to continue to be volatile. Wide fluctuations in oil and gas prices
may result from relatively minor changes in the supply of and demand for oil and
natural gas, market uncertainty and other factors that are beyond our control,
including:

o worldwide and domestic supplies of oil and gas,

o weather conditions,

o the level of consumer demand,

o the price and availability of alternative fuels,

o the availability of pipeline capacity,

o the price and level of foreign imports,

o domestic and foreign governmental regulations and
taxes,

o the ability of the members of the Organization of
Petroleum Exporting Countries to agree to and
maintain oil price and production controls,

o political instability or armed conflict in
oil-producing regions, and

o the overall economic environment.

These factors and the volatility of the energy markets make it
extremely difficult to predict future oil and gas price movements with any
certainty. Declines in oil and gas prices would not only reduce revenue, but
could reduce the amount of oil and gas that we can produce economically and, as
a result, could have a material adverse effect on our financial condition,
results of operations and reserves. Further, oil and gas prices do not
necessarily move in tandem. Because approximately 91% of our proved reserves are
currently natural gas reserves, we are more susceptible to movements in natural
gas prices.

Our level of indebtedness may adversely affect operations, and we may have
difficulty repaying long-term indebtedness as it matures.

As of March 31, 2001, we had long-term indebtedness of $1.1 billion,
which included bank indebtedness of $14.5 million. Our long-term indebtedness
represented 72.6% of our total book capitalization at March 31, 2001.

Our level of indebtedness affects our operations in several ways,
including the following:

o a substantial portion of our cash flows must be used
to service our indebtedness; for example, for the
year ended December 31, 2000, approximately 22% of
EBITDA was used to pay interest on our borrowings. We
cannot assure you that our business will generate
sufficient cash flows from operations to enable us to
continue to meet our obligations under our
indentures,

o a high level of debt increases our vulnerability to
general adverse economic and industry conditions,

o the covenants contained in the agreements governing
our outstanding indebtedness limit our ability to
borrow additional funds, dispose of assets, pay
dividends and make certain investments,

o our debt covenants may also affect our flexibility in
planning for, and reacting to, changes in the economy
and in our industry, and

o a high level of debt may impair our ability to obtain
additional financing in the future for working
capital, capital expenditures, acquisitions, general
corporate or other purposes.

We may incur additional debt, including significant secured
indebtedness, in order to make future acquisitions or to develop our properties.
A higher level of indebtedness increases the risk that we may default on our
debt obligations. Our ability to meet our debt obligations and to reduce our
level of indebtedness depends on our future performance. General economic
conditions, oil and gas prices and financial, business and other factors affect
our operations and our future performance. Many of these factors are beyond our
control. We cannot assure you that we will be able to generate sufficient cash
flow to pay the interest on our debt or that future working capital, borrowings
or equity financing will be available to pay or refinance such debt. Factors
that will affect our ability to raise cash through an offering of our capital
stock or a refinancing of our debt include financial market conditions and the
value of our assets and our performance at the time we need capital.

In addition, our bank borrowing base is subject to semi-annual
redeterminations. We could be forced to repay a portion of our bank borrowings
due to redeterminations of our borrowing base. We cannot assure you that we will
have sufficient funds to make such repayments. If we do not have sufficient
funds and are otherwise unable to negotiate renewals of our borrowings or
arrange new financing, we may have to sell significant assets. Any such sale
could have a material adverse effect on our business and financial results.

Higher oil and gas prices adversely affect the cost and availability of drilling
and production services.

Higher oil and gas prices, such as those we are currently experiencing,
generally stimulate increased demand and result in increased prices for drilling
rigs, crews and associated supplies, equipment and services. We have recently
experienced significantly higher costs for drilling rigs and other related
services and expect such costs to continue to escalate in 2001.

Our industry is extremely competitive.

The energy industry is extremely competitive. This is especially true
with regard to exploration for, and development and production of, new sources
of oil and natural gas. As an independent producer of oil and natural gas, we
frequently compete against companies that are larger and financially stronger in
acquiring properties suitable for exploration, in contracting for drilling
equipment and other services and in securing trained personnel.

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Our commodity price risk management activities have reduced the realized prices
received for our oil and gas sales and these transactions may limit our realized
oil and gas sales prices in the future.

In order to manage our exposure to price volatility in marketing our
oil and gas, we enter into oil and gas price risk management arrangements for a
portion of our expected production. These transactions are limited in life.
While intended to reduce the effects of volatile oil and gas prices, commodity
price risk management transactions may limit the prices we actually realize. We
recorded reductions to oil and gas revenues related to commodity price risk
management activities of $30.6 million in 2000 and $30.5 million in the quarter
ended March 31, 2001. We cannot assure you that we will not experience
additional reductions to oil and gas revenues from our commodity price risk
management. In addition, our commodity price risk management transactions may
expose us to the risk of financial loss in certain circumstances, including
instances in which:

o our production is less than expected,

o there is a widening of price differentials between
delivery points for our production and the delivery
point assumed in the hedge arrangement, or

o the counterparties to our contracts fail to perform
the contracts.

Some of our commodity price risk management arrangements require us to
deliver cash collateral or other assurances of performance to the counterparties
in the event that our payment obligations with respect to our commodity price
risk management transactions exceed certain levels. Our collateral requirement
for these activities at March 31, 2001 was $12 million, represented by a letter
of credit. Future collateral requirements are uncertain, but will depend on
arrangements with our counterparties and highly volatile natural gas and oil
prices.

Estimates of oil and gas reserves are uncertain and inherently imprecise.

This prospectus contains or incorporates by reference estimates of our
proved reserves and the estimated future net revenues from our proved reserves,
including those acquired in the Gothic acquisition. These estimates are based
upon various assumptions, including assumptions required by the Securities and
Exchange Commission relating to oil and gas prices, drilling and operating
expenses, capital expenditures, taxes and availability of funds. The process of
estimating oil and gas reserves is complex. The process involves significant
decisions and assumptions in the evaluation of available geological,
geophysical, engineering and economic data for each reservoir. Therefore, these
estimates are inherently imprecise.

Actual future production, oil and gas prices, revenues, taxes,
development expenditures, operating expenses and quantities of recoverable oil
and gas reserves most likely will vary from these estimates. Such variations may
be significant and could materially affect the estimated quantities and present
value of our proved reserves. In addition, we may adjust estimates of proved
reserves to reflect production history, results of exploration and development
drilling, prevailing oil and gas prices and other factors, many of which are
beyond our control. Our properties may also be susceptible to hydrocarbon
drainage from production by operators on adjacent properties.

At December 31, 2000, approximately 30% (27% on a pro forma basis for
the Gothic acquisition) by volume of our estimated proved reserves were
undeveloped. Recovery of undeveloped reserves requires significant capital
expenditures and successful drilling operations. The estimates of these reserves
include the assumption that we will make significant capital expenditures to
develop the reserves, including $216 million ($235 million on a pro forma basis
for the Gothic acquisition) in 2001. Although we have prepared estimates of our
oil and gas reserves and the costs associated with these reserves in accordance
with industry standards, we cannot assure you that the estimated costs are
accurate, that development will occur as scheduled or that the results will be
as estimated.

You should not assume that the present values referred to or
incorporated by reference in this prospectus represent the current market value
of our estimated oil and gas reserves. In accordance with SEC requirements, the
estimates of our present values are based on prices and costs as of the date of
the estimates. The combined December 31, 2000 present values pro forma for
Gothic are based on combined weighted average oil and gas prices of $26.42 per
barrel of oil and $10.13 per mcf of natural gas, compared to our weighted
average prices of $24.72 per barrel of oil and $2.25 per mcf of natural gas used
in computing Chesapeake's December 31, 1999 present value. Actual future

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prices and costs may be materially higher or lower than the prices and costs as
of the date of an estimate. A change in price of $0.10 per mcf and $1.00 per
barrel would result in:

o a change in our December 31, 2000 present value of
proved reserves of $62 million and $13 million,
respectively; and

o a change in the December 31, 2000 present value of
proved reserves for us and Gothic combined of $75
million and $14 million, respectively.

If the present value of our combined pro forma proved reserves were
calculated using a more recent approximation of NYMEX spot prices of $24.00 per
barrel of oil and $5.00 per mcf of gas, adjusted for our price differentials,
the present value of our combined pro forma proved reserves at December 31, 2000
would have been $3.2 billion.

Any changes in consumption by oil and gas purchasers or in governmental
regulations or taxation will also affect actual future net cash flows.

The timing of both the production and the expenses from the development
and production of oil and gas properties will affect both the timing of actual
future net cash flows from proved reserves and their present value. In addition,
the 10% discount factor, which is required by the SEC to be used in calculating
discounted future net cash flows for reporting purposes, is not necessarily the
most accurate discount factor. The effective interest rate at various times and
the risks associated with our business or the oil and gas industry in general
will affect the accuracy of the 10% discount factor.

If we are not able to replace reserves, we may not be able to sustain
production.

Our future success depends largely upon our ability to find, develop or
acquire additional oil and gas reserves that are economically recoverable.
Unless we replace the reserves we produce through successful development,
exploration or acquisition, our proved reserves will decline over time. In
addition, approximately 30% (27% on a pro forma basis for the Gothic
acquisition) of our total estimated proved reserves at December 31, 2000 were
undeveloped. By their nature, undeveloped reserves are less certain. Recovery of
such reserves will require significant capital expenditures and successful
drilling operations. We cannot assure you that we can successfully find and
produce reserves economically in the future. In addition, we may not be able to
acquire proved reserves at acceptable costs.

If we do not make significant capital expenditures, we may not be able to
replace reserves.

Our exploration, development and acquisition activities require
substantial capital expenditures. Historically, we have funded our capital
expenditures through a combination of cash flows from operations, our bank
credit facility, debt and equity issuances and the sale of non-core assets.
Future cash flows are subject to a number of variables, such as the level of
production from existing wells, prices of oil and gas, and our success in
developing and producing new reserves. If revenue were to decrease as a result
of lower oil and gas prices or decreased production, and our access to capital
were limited, we would have a reduced ability to replace our reserves. If our
cash flow from operations is not sufficient to fund our capital expenditure
budget, there can be no assurance that additional bank debt, debt or equity
issuances or other methods of financing will be available to meet these
requirements.

Acquisitions are subject to the uncertainties of evaluating recoverable reserves
and potential liabilities.

Our recent growth is due in part to acquisitions of exploration and
production companies and producing properties. We expect acquisitions will also
contribute to our future growth. Successful acquisitions require an assessment
of a number of factors, many of which are beyond our control. These factors
include recoverable reserves, exploration potential, future oil and gas prices,
operating costs and potential environmental and other liabilities. Such
assessments are inexact and their accuracy is inherently uncertain. In
connection with our assessments, we perform a review of the acquired properties,
which we believe is generally consistent with industry

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practices. However, such a review will not reveal all existing or potential
problems. In addition, our review may not permit us to become sufficiently
familiar with the properties to fully assess their deficiencies and
capabilities. We do not inspect every well. Even when we inspect a well, we do
not always discover structural, subsurface and environmental problems that may
exist or arise.

We are generally not entitled to contractual indemnification for
preclosing liabilities, including environmental liabilities. Normally, we
acquire interests in properties on an "as is" basis with limited remedies for
breaches of representations and warranties. In addition, competition for
producing oil and gas properties is intense and many of our competitors have
financial and other resources which are substantially greater than those
available to us. Therefore, we cannot assure you that we will be able to acquire
oil and gas properties that contain economically recoverable reserves or that we
will complete such acquisitions on acceptable terms.

Additionally, significant acquisitions can change the nature of our
operations and business depending upon the character of the acquired properties,
which may have substantially different operating and geological characteristics
or be in different geographic locations than our existing properties. While it
is our current intention to continue to concentrate on acquiring properties with
development and exploration potential located in the Mid-Continent region, there
can be no assurance that in the future we will not decide to pursue acquisitions
or properties located in other geographic regions. To the extent that such
acquired properties are substantially different than our existing properties,
our ability to efficiently realize the economic benefits of such transactions
may be limited.

Oil and gas drilling and producing operations are hazardous and expose us to
environmental liabilities.

Oil and gas operations are subject to many risks, including well
blowouts, cratering and explosions, pipe failure, fires, formations with
abnormal pressures, uncontrollable flows of oil, natural gas, brine or well
fluids, and other environmental hazards and risks. Our drilling operations
involve risks from high pressures and from mechanical difficulties such as stuck
pipes, collapsed casings and separated cables. If any of these risks occurs, we
could sustain substantial losses as a result of:

o injury or loss of life,

o severe damage to or destruction of property, natural
resources and equipment,

o pollution or other environmental damage,

o clean-up responsibilities,

o regulatory investigations and penalties, and

o suspension of operations.

Our liability for environmental hazards includes those created either
by the previous owners of properties that we purchase or lease or by acquired
companies prior to the date we acquire them. In accordance with industry
practice, we maintain insurance against some, but not all, of the risks
described above. We cannot assure you that our insurance will be adequate to
cover casualty losses or liabilities. Also, we cannot predict the continued
availability of insurance at premium levels that justify its purchase.

Exploration and development drilling may not result in commercially productive
reserves.

We do not always encounter commercially productive reservoirs through
our drilling operations. We cannot assure you that the new wells we drill or
participate in will be productive or that we will recover all or any portion of
our investment in wells drilled. The seismic data and other technologies we use
do not allow us to know conclusively prior to drilling a well that oil or gas is
present or may be produced economically. The cost of drilling, completing and
operating a well is often uncertain, and cost factors can adversely affect the
economics of a project. Our efforts will be unprofitable if we drill dry wells
or wells that are productive but do not produce enough reserves to return a
profit after drilling, operating and other costs. Further, our drilling
operations may be curtailed, delayed or canceled as a result of a variety of
factors, including:

o unexpected drilling conditions,

o title problems,

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o pressure or irregularities in formations,

o equipment failures or accidents,

o adverse weather conditions,

o compliance with environmental and other governmental
requirements, and

o cost of, or shortages or delays in the availability
of, drilling rigs and equipment.

Canadian operations present the risks associated with conducting business
outside the United States.

Our operations in Canada are subject to the risks associated with
operating outside of the U.S. These risks include the following:

o adverse local political or economic developments,

o exchange controls,

o currency fluctuations,

o royalty and tax increases,

o retroactive tax claims,

o negotiations of contracts with governmental entities,
and

o import and export regulations.

In addition, in the event of a dispute, we may be required to litigate
the dispute in Canadian courts since we may not be able to sue foreign persons
in a U.S. court.

The loss of key personnel could adversely affect our ability to operate.

We depend, and will continue to depend in the foreseeable future, on
the services of our officers and key employees with extensive experience and
expertise in evaluating and analyzing producing oil and gas properties and
drilling prospects, maximizing production from oil and gas properties and
marketing oil and gas production. Our ability to retain our officers and key
employees is important to our continued success and growth. The unexpected loss
of the services of one or more of these individuals could have a detrimental
effect on our business. We have maintained $20 million key man life insurance
policies on each of our chief executive officer and chief operating officer but
do not intend to renew these policies when they expire on June 1, 2001.

Transactions with executive officers may create conflicts of interest.

Our chief executive officer and chief operating officer, Aubrey K.
McClendon and Tom L. Ward, have the right to participate in wells we drill
subject to limitations in their employment contracts. As a result of their
participation, they routinely have significant accounts payable to us for joint
interest billings and other related advances. As of March 31, 2001, Messrs.
McClendon and Ward had payables to us of $3.4 million and $3.2 million,
respectively, in connection with such participation.

FORWARD-LOOKING STATEMENTS

This prospectus includes and incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
give our current expectations or forecasts of future events. They include
statements regarding oil and gas reserve estimates, planned capital
expenditures, the drilling of oil and gas wells and future acquisitions,
expected oil and gas production, cash flow and anticipated liquidity, business
strategy and other plans and objectives for future operations, expected future
expenses and utilization of net operating loss carryforwards.

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Although we believe that the expectations reflected in these and other
forward-looking statements are reasonable, we can give no assurance they will
prove to have been correct. They can be affected by inaccurate assumptions or by
known or unknown risks and uncertainties. Factors that could cause actual
results to differ materially from expected results are described under "Risk
Factors" and include:

o the volatility of oil and gas prices,

o our substantial indebtedness,

o our commodity price risk management activities,

o our ability to replace reserves,

o the availability of capital,

o uncertainties inherent in estimating quantities of
oil and gas reserves,

o projecting future rates of production and the timing
of development expenditures,

o uncertainties in evaluating oil and gas reserves of
acquired properties and associated potential
liabilities,

o drilling and operating costs and risks,

o our ability to generate future taxable income
sufficient to utilize our net operating loss
carryforwards before expiration,

o future ownership changes which could result in
additional limitations to our net operating loss
carryforwards,

o adverse effects of governmental and environmental
regulation,

o losses possible from pending or future litigation,

o the strength and financial resources of our
competitors,

o the loss of officers or key employees, and

o conflicts of interest our chief executive officer and
chief operating officer may have as a result of their
participation in company wells and their substantial
stock ownership.

We caution you not to place undue reliance on these forward-looking statements,
which speak only as of the date of this prospectus or the date the statements
are incorporated by reference, and we undertake no obligation to update this
information. We urge you to review carefully and consider the various
disclosures made by us in this prospectus, in any subsequent prospectus
supplement and in our reports and other documents incorporated by reference.

USE OF PROCEEDS

We will not receive any proceeds from this offering. We are registering
the securities on behalf of the selling securityholders. If and when the selling
securityholders sell their securities, they will receive the proceeds. Upon the
exercise of warrants resulting in the issuance of 1,118,567 shares of common
stock offered by this prospectus, the warrant holders will pay us the exercise
price, ranging from $0.0524 to $15.72 per share of common stock acquired, in
cash or they will surrender warrants having a value equal to the exercise price
of the shares they acquire. If the exercise price of all the warrants were paid
in cash, we would receive $13,937,445. We will use any cash proceeds we receive
from warrant exercises for working capital and general corporate purposes.

SELLING SECURITYHOLDERS

The following table sets forth the name of each of the selling
securityholders, the number of common stock purchase warrants, the number of
shares of common stock and percentage of common stock beneficially owned by each
selling securityholder before the offering, the number of common stock purchase
warrants and shares of common stock offered pursuant to this prospectus, and the
number of common stock purchase warrants and shares of common stock beneficially
owned by each selling securityholder after the offering.

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SECURITIES BENEFICIALLY SECURITIES BENEFICIALLY
OWNED BEFORE OFFERING SECURITIES OFFERED OWNED AFTER OFFERING
--------------------------------- ---------------------- -----------------------
COMMON STOCK COMMON COMMON
NAME OF SELLING ------------------- STOCK STOCK
SECURITYHOLDER(1) WARRANTS SHARES PERCENT WARRANTS SHARES WARRANTS SHARES
----------------- -------- ------ ------- -------- ------ -------- ------

M. Helen Bennett, formerly
Fisher, as Trustee of
the M. Helen Fisher
1992 Trust ............. -- 558,815 * -- 558,815 -- --
Joseph Berland ............. 8,586(2) 8,586(2) * 8,586(2) 8,586(2) -- --
BP Amoco Corporation ....... 450,000(3) 450,000(3) * 450,000(3) 450,000(3) -- --
Caspian Capital Partners,
L.P. ................... -- 19,832(4) * -- 19,832(4) -- --
Vincent Mangone. ........... 3,821(2) 3,821(2) * 3,821(2) 3,821(2) -- --
Mariner LDC ................ 19,833(5) 19,833(5) * 19,833(5) 19,833(5) -- --
William Stuart Price........ -- 558,401 * -- 558,401 -- --
Richard J. Rosenstock....... 8,586(2) 8,586(2) * 8,586(2) 8,586(2) -- --
David Thalheim.............. 3,806(2) 3,806(2) * 3,806(2) 3,806(2) -- --
Turnberry Capital
International Ltd....... -- 1,000,492(4) * -- 2,959(4) -- 997,533
Turnberry Capital Partners,
L.P..................... 7,846(5) 501,103(5) * 7,846(5) 7,846(5) -- 493,257
Turnberry Capital Partners
L.P. 1999 Partial
Liquidating Trust....... -- 3,478(4) * -- 3,478(4) -- --
Turnberry Limited........... -- 755,570(4) * -- 6,905(4) -- 748,665
Mark Zeitchick.............. 3,821(2) 3,821(2) * 3,821(2) 3,821(2) -- --

----------

* Indicates less than 1%

(1) The term selling securityholders also includes their respective donees,
pledgees, transferees and other successors in interest. The information in
the table is as of May 23, 2001.

(2) Warrants to purchase our common stock at $11.79 per share, expiring on
August 19, 2001, and the shares issuable upon exercise.

(3) Warrants to purchase our common stock at $10.00 per share, expiring on
November 24, 2002, and the shares issuable upon exercise.

(4) Includes shares offered by this prospectus which are issuable upon exercise
of warrants to purchase our common stock at $14.41 per share, expiring on
January 23, 2003.

(5) Warrants to purchase our common stock at $12.58 per share, expiring on May
1, 2005, and the shares issuable upon exercise.

None of the selling shareholders listed above has, or within the past
three years has had, any position, office or other material relationship with
Chesapeake or any of its affiliates. Only beneficial holders of the common stock
or warrants may sell securities pursuant to this prospectus. Chesapeake may from
time to time, by one or more supplements to this prospectus, include additional
beneficial holders of the securities who are selling securityholders.

Because the selling securityholders may offer all or some portion of
the above securities pursuant to this prospectus or otherwise, no estimate can
be given as to the amount or percentage of such securities that will be held by
the selling securityholders upon termination of any such sale. In addition, the
selling securityholders identified above may have sold, transferred or otherwise
disposed of all or a portion of such securities since the date indicated in
transactions exempt from the registration requirements of the Securities Act.
The selling securityholders may sell all, part or none of the securities listed
above.

The securities have been included in this prospectus pursuant to
contractual rights granted to the selling securityholders to have their
securities registered under the Securities Act, which contractual rights
contain, with respect to certain of the selling securityholders, certain
indemnification provisions.

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PLAN OF DISTRIBUTION

The sale or distribution of the securities offered by this prospectus
may be effected directly to purchasers by the selling securityholders (including
their respective donees, pledgees, transferees or other successors in interest)
as principal or through one or more underwriters, brokers, dealers or agents
from time to time in one or more of the following types of transactions:

o transactions (which may involve crosses or block
transactions) on any national securities exchange or
quotation service on which the securities may be
listed or quoted at the time of sale or in the
over-the-counter market,

o transactions otherwise than on such an exchange or
service or in the over-the-counter market, or

o through the writing of options (whether such options
are listed on an options exchange or otherwise) on,
or settlement of short sales of, the securities.

Any of such transactions may be effected at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at varying prices
determined at the time of sale or at negotiated or fixed prices, in each case as
determined by the selling securityholders or by agreement between the selling
securityholders and underwriters, brokers, dealers or agents, or purchasers. In
connection with sales of the securities or otherwise, the selling
securityholders may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the securities in the course of hedging the
positions they assume. The selling securityholders may also sell securities
short and deliver securities to close out such short positions, or loan or
pledge securities to broker-dealers that in turn may sell such securities. The
selling securityholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there any
underwriter or coordinating broker acting in connection with the proposed sale
of securities by the selling securityholders.

If the selling securityholders effect such transactions by selling
securities to or through underwriters, brokers, dealers or agents, such
underwriters, brokers, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from the selling securityholders or
commissions from purchasers of securities for whom they may act as agent (which
discounts, concessions or commissions as to particular underwriters, brokers,
dealers or agents may be in excess of those customary in the types of
transactions involved). The selling securityholders and any brokers, dealers or
agents that participate in the distribution of the securities may be deemed to
be underwriters, and any profit on the sale of securities by them and any
discounts, concessions or commissions received by any such underwriters,
brokers, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act. In addition, the anti-manipulation
provisions of Regulation M under the Securities Exchange Act of 1934 may apply
to sales by the selling securityholders.

Under the securities laws of certain states, the securities may be sold
in such states only through registered or licensed brokers or dealers. In
addition, in certain states the securities may not be sold unless the securities
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

Chesapeake will pay all of the expenses incident to the registration,
offering and sale of the securities to the public hereunder other than
commissions, fees and discounts of underwriters, brokers, dealers and agents.
Chesapeake has agreed to indemnify the selling securityholders and any
underwriters against certain liabilities, including liabilities under the
Securities Act. Chesapeake will not receive any of the proceeds from the sale of
any of the securities by the selling securityholders.

To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. We will make
copies of this prospectus, as amended or supplemented, available to the selling
securityholders and have informed the selling securityholders of the need for
delivery of the prospectus to purchasers at or prior to the time of any sale of
their securities.

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DESCRIPTION OF CAPITAL STOCK

GENERAL

Our current authorized capital stock is 250,000,000 shares of common
stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par
value $0.01 per share. As of May 10, 2001, there were 164 million shares of
common stock issued and outstanding; 21.2 million shares of common stock
reserved for issuance upon the exercise of options to purchase common stock
under our stock option plans for directors, employees and consultants; and 1.1
million shares of common stock reserved for issuance upon the exercise of
warrants covered by this prospectus and options we assumed as part of our
acquisition of Gothic Energy Corporation in January 2001. There are no shares of
preferred stock issued and outstanding. The board of directors has approved an
increase in the number of authorized shares of our common stock to 350,000,000.
Our shareholders will vote on the increase at the 2001 annual meeting of
shareholders to be held June 8, 2001.

We have included a description of our common stock and preferred stock
in a current report on Form 8-K we filed on December 18, 2000. It also describes
our share rights plan and various provisions of our certificate of incorporation
which may discourage or hinder efforts by other parties to obtain control of
Chesapeake, thereby having an anti-takeover effect. If you are considering
purchasing the securities offered by this prospectus, we urge you to review the
description of capital stock in this Form 8-K, which is incorporated in this
prospectus by reference.

UMB Bank, N.A., 928 Grand Boulevard, Kansas City, Missouri 64106, is
the transfer agent and registrar for the common stock.

WARRANTS

Gothic Energy Corporation originally issued the warrants offered by
this prospectus. The warrants entitled the holders to purchase shares of Gothic
common stock. As part of our acquisition of Gothic in January 2001, we assumed
the warrants, and the holders became entitled to purchase shares of our common
stock based on the merger exchange ratio. The documents setting forth the full
terms of the warrants are included in the registration statement of which this
prospectus is a part. Any prospective purchaser of warrants pursuant to this
prospectus should review the applicable governing warrant or warrant agreement.

Warrants Expiring August 19, 2001

Holders of warrants expiring on August 19, 2001 may purchase an
aggregate of 38,160 shares of Chesapeake common stock at $11.79 per share. The
warrants were originally represented by one warrant certificate issued by Gothic
on August 19, 1996.

Exercise of Warrants. The warrants are exercisable from time to time
for any number of shares covered thereby until the expiration date. To exercise
warrants, a holder should deliver to Chesapeake (1) a notice of exercise in the
form attached to the warrant certificate specifying the number of shares being
purchased, (2) the warrant certificate evidencing the warrants being exercised,
and (3) payment of the exercise price. A holder has the right to pay the
exercise price of the warrants in cash or to convert warrants into shares of
common stock. Upon exercise of the conversion right, we will issue the holder a
number of shares of common stock equal to the quotient obtained by dividing the
value of the portion of the warrant being converted by the exercise price. The
value is determined by subtracting the exercise price multiplied by the number
of shares of common stock being converted from the market price for the common
stock multiplied by the number of shares being converted.

Adjustments. The exercise price and number of shares of common stock
issuable on exercise are subject to adjustment in the event of a stock dividend,
recapitalization, reclassification, split-up, combination, merger or
consolidation of Chesapeake.

Form of Warrants. The warrants are evidenced by warrant certificates.

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15

Miscellaneous. The warrants will not entitle the holder to any of the
rights of a holder of capital stock of Chesapeake, including, without
limitation, the right to vote at or receive notice of meetings of the
shareholders of Chesapeake, except that warrant holders will be entitled to
receive notice of any dividends or other distributions payable in respect of the
common stock; any offering to common stock holders of shares of capital stock of
Chesapeake, securities convertible into or exchangeable for such capital stock,
or options, rights or warrants to subscribe therefor; the merger, reorganization
or dissolution of Chesapeake; or the sale of all or substantially all of its
assets.

Warrants Expiring September 1, 2004 and Warrants Expiring May 1, 2005

Holders of warrants expiring on September 1, 2004 may purchase an
aggregate of 267,120 shares of Chesapeake common stock at $15.72 per share. The
warrants were issued pursuant to a warrant agreement, dated as of September 9,
1997, between Gothic and American Stock Transfer & Trust Company, as warrant
agent. Chesapeake and the warrant agent have entered into a Supplement to
Warrant Agreement dated as of January 16, 2001.

Holders of warrants expiring on May 1, 2005 may purchase an aggregate
of 157,410 shares of Chesapeake common stock at $12.58 per share. The warrants
were issued pursuant to a warrant agreement, dated as of April 21, 1998, between
Gothic and American Stock Transfer & Trust Company, as warrant agent. Chesapeake
and the warrant agent have entered into a Supplement to Warrant Agreement dated
as of January 16, 2001.

The address of the warrant agent is 40 Wall Street, New York, New York
10005.

Merger or Liquidation of Chesapeake. In the event of any merger,
consolidation or other combination of Chesapeake with another entity, provision
must be made for warrant holders to receive, upon exercise of the warrants, and
in lieu of shares of common stock, such securities or assets as would be issued
or paid in respect of shares of common stock upon such merger, consolidation or
other combination. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of Chesapeake, upon exercise of the warrants, each
holder will be entitled to share, with respect to the common stock issuable upon
exercise of the warrants, equally and ratably in any cash or non-cash
distributions payable to holders of common stock of Chesapeake. Warrant holders
will not be entitled to receive payment of any such distribution until payment
of the exercise price is made, and the warrant is surrendered, to the warrant
agent in accordance with the terms of provisions of the warrant agreement.

Anti-Dilution Adjustments. The number of shares of common stock
issuable upon exercise of a warrant and the exercise price will be adjusted upon
the occurrence of certain events including, without limitation, the payment of a
dividend on, or the making of any distribution in respect of, capital stock of
Chesapeake, payment of which is made in (a) shares of Chesapeake's capital stock
(including common stock), or (b) evidences of indebtedness or assets of
Chesapeake. An adjustment will also be made in the event of a combination,
subdivision or reclassification of the common stock. Adjustments will be made
whenever and as often as any specified event requires an adjustment to occur.

Amendment. From time to time, Chesapeake and the warrant agent, without
the consent of the warrant holders, may amend or supplement the warrant
agreement for certain purposes, including curing defects or inconsistencies or
adding to the covenants and agreements of Chesapeake or surrendering any of
Chesapeake's rights or powers under the agreement, provided that any such change
does not materially adversely affect the rights of any warrant holder. Any
amendment or supplement to the warrant agreement that has a material adverse
effect on the interests of the warrant holders will require the written consent
of the holders of a majority of the then

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outstanding warrants. The consent of each warrant holder affected is required
for any amendment pursuant to which the exercise price would be increased or the
number of shares of common stock purchasable upon exercise of warrants would be
decreased (other than pursuant to adjustments provided in the warrant
agreement).

Reports. Within 15 days after Chesapeake files them with the Securities
and Exchange Commission, Chesapeake will deliver to the warrant agent and make
available to the warrant holders copies of its annual and quarterly reports and
of the information, documents and reports which Chesapeake or any subsidiary is
required to file with the SEC pursuant to Sections 13 or 15(d) of the Exchange
Act. At any time that Chesapeake is not subject to the reporting requirements of
Sections 13 or 15(d) of the Exchange Act, Chesapeake will file with the SEC and
provide to the warrant agent and the warrant holders such annual and quarterly
reports and such information and other reports which are specified in Sections
13 and 15(d) of the Exchange Act. Chesapeake will also make such reports
available to prospective purchasers of the warrants and shares of common stock
issuable on exercise of the warrants, securities analysts and broker-dealers
upon their request.

Form of Warrants. The warrants expiring September 1, 2004 are evidenced
by a global certificate deposited with the warrant agent, as custodian for and
registered in the name of Cede & Co. The warrants expiring May 1, 2005 are
evidenced by warrant certificates.

Miscellaneous. The warrants will not entitle the holder to any of the
rights of a holder of capital stock of Chesapeake, including, without
limitation, the right to vote at or receive notice of meetings of the
shareholders of Chesapeake, except that warrant holders will be entitled to
receive notice of any dividends or other distributions payable in respect of the
common stock; any distribution to common stock holders of rights to subscribe
for shares of capital stock or any other securities, options or rights; any
reclassification of the common stock; the merger, consolidation or combination
of Chesapeake with or into another entity; or the liquidation, dissolution or
winding up of Chesapeake.

LEGAL MATTERS

The legality of the securities offered by this prospectus has been
passed upon for Chesapeake by Winstead Sechrest & Minick P.C., Dallas, Texas.

EXPERTS

The consolidated financial statements of Chesapeake Energy Corporation
and Gothic Energy Corporation, incorporated in this prospectus by reference to
Chesapeake's annual report on Form 10-K/A for the year ended December 31, 2000,
have been so incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

Estimates of the oil and gas reserves of Chesapeake Energy Corporation
and Gothic Energy Corporation and related future net cash flows and the present
values thereof, included in Chesapeake's annual report on Form 10-K/A for the
year ended December 31, 2000, were based upon reserve reports prepared by
Williamson Petroleum Consultants, Inc., Ryder Scott Company, L.P. and Lee
Keeling and Associates, Inc., independent petroleum engineers. We have
incorporated these estimates in reliance on the authority of each such firm as
experts in such matters.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus constitutes a part of a registration statement on Form
S-3 that we filed with the SEC under the Securities Act. As allowed by the rules
of the SEC, this prospectus does not contain all of the information that can be
found in the registration statement and in the exhibits to the registration
statement. You should read the registration statement and its exhibits for
further information about our company. Statements in this prospectus concerning
the provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of that document filed as an exhibit to
the registration statement or otherwise filed with the SEC. Those statements are
qualified in all respects by this reference.

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17

We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file,
including the registration statement, at the SEC's public reference room at 450
Fifth Street N.W., Washington, D.C. 20549 or at its regional offices located at
7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may call the SEC at
1-800-SEC-0330 for further information on the operations and locations of the
public reference rooms. The public filings of Chesapeake are also available from
commercial document retrieval services and at the Web site maintained by the SEC
at www.sec.gov and at our Web site at www.chkenergy.com. Reports, proxy
statements and other information concerning Chesapeake may also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

INCORPORATION BY REFERENCE

SEC rules allow us to include some of the information required to be in
the registration statement by incorporating that information by reference to
other documents we file with the SEC. That means we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until all of the securities
covered by this prospectus are sold:

o annual report on Form 10-K for the year ended
December 31, 2000, as amended by Form 10-K/A filed
with the SEC on April 4, 2001;

o quarterly report on Form 10-Q for the quarterly
period ended March 31, 2001 filed with the SEC on May
15, 2001.

o current reports on Form 8-K filed with the SEC on
January 17 and 31, 2001, February 6 (with respect to
Item 5 information), 13 and 21, 2001, March 27 and
29, 2001, and April 2, 2, 9, 16, 17 and 27, 2001; and

o the description of our common stock contained in our
registration statement on Form 8-B (No. 001-13726),
including the amendment to such description we filed
with the SEC on Form 8-K on December 18, 2000 and any
other amendments or reports filed for the purpose of
updating such description.

Chesapeake will provide to each person to whom this prospectus is
delivered a copy of any or all of the information that has been incorporated by
reference in this prospectus, at no cost, upon oral or written request to:

Jennifer M. Grigsby
Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, OK 73118
(405) 879-9225

You should rely only on the information incorporated by reference or
included in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with any other information. The securities offered in
this prospectus may only be offered in states where the offer is permitted, and
the selling securityholders are not making an offer of the securities in any
state where the offer is not permitted. You should not assume the information in
this prospectus, any prospectus supplement or any document incorporated by
reference is accurate as of any date other than the dates of those documents
unless the information specifically indicates that another date applies.

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18

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses of the offering.
With the exception of the registration fee, all amounts shown are estimates.

Registration fee $ 6,075
Legal fees 15,000
Accounting fees 10,000
Printing expenses 5,000
Miscellaneous 1,000
----------
Total $ 37,075
==========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1031 of the Oklahoma General Corporation Act, under which
Chesapeake is incorporated, authorizes the indemnification of directors and
officers under certain circumstances. Article VIII of the Certificate of
Incorporation of Chesapeake and Article VI of the Bylaws of Chesapeake also
provide for indemnification of directors and officers under certain
circumstances. These provisions, together with Chesapeake's indemnification
obligations under individual indemnity agreements with its directors and
officers, may be sufficiently broad to indemnify such persons for liabilities
under the Securities Act. In addition, Chesapeake maintains insurance which
insures its directors and officers against certain liabilities.

ITEM 16. EXHIBITS

The following exhibits are filed herewith pursuant to the requirements
of Item 601 of Regulation S-K:

EXHIBIT
NUMBER DESCRIPTION

2.1 -- Senior Secured Discount Notes Purchase Agreement dated June
23, 2000 between Chesapeake Energy Marketing, Inc. and
Appaloosa Investment Limited Partnership I, Palomino Fund
Ltd. and Tersk L.L.C. Incorporated herein by reference to
Exhibit 2.1 of Registrant's Form S-1 Registration Statement
(No. 333-41014).

2.2 -- Senior Secured Discount Notes Purchase Agreement dated June
23, 2000 between Chesapeake Energy Marketing, Inc. and
Oppenheimer Strategic Income Fund, Oppenheimer Champion
Income Fund, Oppenheimer High Yield Fund, Oppenheimer
Strategic Bond Fund/VA and Atlas Strategic Income Fund.
Incorporated herein by reference to Exhibit 2.2 of
Registrant's Form S-1 Registration Statement (No.
333-41014).

2.3 -- Senior Secured Discount Notes Purchase Agreement dated June
26, 2000 between Chesapeake Energy Marketing, Inc. and John
Hancock High Yield Bond Fund and John Hancock Variable
Annuity High Yield Bond Fund. Incorporated herein by
reference to Exhibit 2.3 of Registrant's Form S-1
Registration Statement (No. 333-41014).

2.4 -- Senior Secured Discount Notes Purchase Agreement dated June
26, 2000 between Chesapeake Energy Marketing, Inc. and
Ingalls & Snyder Value Partners, L.P., Heritage Mark
Foundation and Arthur R. Ablin. Incorporated herein by
reference to Exhibit 2.4 of Registrant's Form S-1
Registration Statement (No. 333-41014).

II-1
19

2.5 -- Senior Secured Discount Notes Purchase Agreement dated
August 29, 2000 between Chesapeake Energy Marketing, Inc.
and BNP Paribas. Incorporated herein by reference to
Exhibit 2.5 of Registrant's Form S-1 Registration Statement
(No. 333-41014).

2.6 -- Senior Secured Notes Purchase Agreement dated September 1,
2000 between Chesapeake Energy Corporation and Lehman
Brothers Inc. Incorporated herein by reference to Exhibit
2.6 of Registrant's Form S-1 Registration Statement (No.
333-41014).

2.7 -- Agreement and Plan of Merger dated September 8, 2000 among
Chesapeake Energy Corporation, Chesapeake Merger 2000 Corp.
and Gothic Energy Corporation, as amended by Amendment No.
1 to Agreement and Plan of Merger dated October 31, 2000.
Incorporated by reference to Annex A to proxy
statement/prospectus included in Amendment No. 1 to
Registrant's registration statement on Form S-4 (No.
333-47330).

2.8* -- Stock Purchase Agreement dated February 23, 2001 between M.
Helen Bennett, formerly Fisher, as Trustee of the M. Helen
Fisher 1992 Trust under Trust Agreement dated July 24,
1992, and Carmen Acquisition Corp.

2.9* -- Stock Purchase Agreement dated January 31, 2001 between
William Stuart Price and Carmen Acquisition Corp.

3.1 -- Registrant's Certificate of Incorporation as amended.
Incorporated herein by reference to Exhibit 3.1 to
Registrant's registration statement on Form S-1 (No.
333-45872).

3.2 -- Registrant's Bylaws. Incorporated herein by reference to
Exhibit 3.2 to Registrant's registration statement on Form
8-B (No. 001-13726).

4.1 -- Indenture dated as of March 15, 1997 among the Registrant,
as issuer, Chesapeake Operating, Inc., Chesapeake Gas
Development Corporation and Chesapeake Exploration Limited
Partnership, as Subsidiary Guarantors, and United States
Trust Company of New York, as Trustee, with respect to
7.875% Senior Notes due 2004. Incorporated herein by
reference to Exhibit 4.1 to Registrant's registration
statement on Form S-4 (No. 333-24995). First Supplemental
Indenture dated December 17, 1997 and Second Supplemental
Indenture dated February 16, 1998. Incorporated herein by
reference to Exhibit 4.1.1 to Registrant's transition
report on Form 10-K for the six months ended December 31,
1997. Second [Third] Supplemental Indenture dated April 22,
1998. Incorporated herein by reference to Exhibit 4.1.1 to
Registrant's Amendment No. 1 to Form S-3 registration
statement (No. 333-57235). Fourth Supplemental Indenture
dated July 1, 1998. Incorporated herein by reference to
Exhibit 4.1.1 to Registrant's quarterly report on Form 10-Q
for the quarter ended September 30, 1998. Fifth
Supplemental Indenture dated November 19, 1999.
Incorporated herein by reference to Exhibit 4.1.1 to
Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2001.

4.2 -- Indenture dated as of March 15, 1997 among the Registrant,
as issuer, Chesapeake Operating, Inc., Chesapeake Gas
Development Corporation and Chesapeake Exploration Limited
Partnership, as Subsidiary Guarantors, and United States
Trust Company of New York, As Trustee, with respect to 8.5%
Senior Notes due 2012. Incorporated herein by reference to
Exhibit 4.1.3 to Registrant registration statement on Form
S-4 (No. 333-24995). First Supplemental Indenture dated
December 17, 1997 and Second Supplemental Indenture dated
February 16, 1998. Incorporated herein by reference to
Exhibit 4.2.1 to Registrant's transition report on Form
10-K for the six months ended December 31, 1997. Second
[Third] Supplemental Indenture dated April 22, 1998.
Incorporated herein by reference to Exhibit 4.2.1 to
Registrant's Amendment No. 1 to Form S-3 registration
statement (No. 333-57235). Fourth Supplemental Indenture
dated July 1, 1998. Incorporated herein by reference to
Exhibit 4.2.1 to Registrant's quarterly report on Form 10-Q
for the quarter ended September 30, 1998. Fifth
Supplemental Indenture dated November 19, 1999.
Incorporated herein

II-2

by reference to Exhibit 4.2.1 to Registrant's quarterly
report on Form 10-Q for the quarter ended March 31, 2001.

4.3 -- Indenture dated as of April 6, 2001 among the Registrant,
as issuer, its subsidiaries signatory thereto, as
Subsidiary Guarantors, and United States Trust Company of
New York, as Trustee, with respect to 8.125% Senior Notes
due 2011. First Supplemental Indenture dated May 14, 2001.
Incorporated herein by reference to Exhibit 4.6 to
Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2001.

4.4* -- Registration Rights Agreement dated as of April 6, 2001
among Chesapeake Energy Corporation and certain of its
subsidiaries, as guarantors, and Salomon Smith Barney
Inc., Bear Stearns & Co. Inc. and Lehman Brothers Inc.

4.5 -- Agreement to furnish copies of unfiled long-term debt
Instruments. Incorporated herein by reference to
Registrant's transition report on Form 10-K for the six
months ended December 31, 1997.

4.7 -- Common Stock Registration Rights Agreement dated as of June
27, 2000 among the Registrant and Appaloosa Investment
Limited Partnership I, Palomino Fund Ltd., Tersk L.L.C.,
Oppenheimer Strategic Income Fund, Oppenheimer Champion
Income Fund, Oppenheimer High Yield Fund, Oppenheimer
Strategic Bond Fund/VA and Atlas Strategic Income Fund.
Incorporated herein by reference to Exhibit 4.6 of
Registrant's Form S-1 Registration Statement (No.
333-41014).

4.8 -- Warrant dated as of August 19, 1996 issued by Gothic Energy
Corporation to Gaines, Berland Inc. Incorporated herein by
reference to Exhibit 4.8 to Registrant's annual report on
Form 10-K for the year ended December 31, 2000.

4.9 -- Warrant Agreement dated as of September 9, 1997 between
Gothic Energy Corporation and American Stock Transfer &
Trust Company, as warrant agent, and Supplement to Warrant
Agreement dated as of January 16, 2001. Incorporated herein
by reference to Exhibit 4.9 to Registrant's annual report
on Form 10-K for the year ended December 31, 2000.

4.10 -- Registration Rights Agreement dated as of September 9, 1997
among Gothic Energy Corporation, two of its subsidiaries,
Oppenheimer & Co., Inc., Banc One Capital Corporation and
Paribas Corporation. Incorporated herein by reference to
Exhibit 4.10 to Registrant's annual report on Form 10-K for
the year ended December 31, 2000.

4.11 -- Warrant Agreement dated as of January 23, 1998 between
Gothic Energy Corporation and American Stock Transfer &
Trust Company, as warrant agent. Incorporated herein by
reference to Exhibit 4.11 to Registrant's annual report on
Form 10-K for the year ended December 31, 2000.

4.12 -- Common Stock Registration Rights Agreement dated as of
January 23, 1998 among Gothic Energy Corporation and
purchasers of its senior redeemable preferred stock.
Incorporated herein by reference to Exhibit 4.12 to
Registrant's annual report on Form 10-K for the year ended
December 31, 2000.

4.13 -- Substitute Warrant to Purchase Common Stock of Chesapeake
Energy Corporation dated as of January 16, 2001 issued to
Amoco Corporation. Incorporated herein by reference to
Exhibit 4.13 to Registrant's annual report on Form 10-K for
the year ended December 31, 2000.

4.14 -- Warrant Agreement dated as of April 21, 1998 between Gothic
Energy Corporation and American Stock Transfer & Trust
Company, as warrant agent, and Supplement to Warrant
Agreement dated as of January 16, 2001. Incorporated herein
by reference to Exhibit 4.14 to Registrant's annual report
on Form 10-K for the year ended December 31, 2000.

4.15 -- Warrant Registration Rights Agreement dated as of April 21,
1998 among Gothic Energy Corporation and purchasers of
units consisting of its 14-1/8% senior secured discount
notes due 2006 and warrants to purchase its common stock.
Incorporated herein by reference to

II-3
21

Exhibit 4.15 to Registrant's annual report on Form 10-K for
the year ended December 31, 2000.

5.1* -- Opinion of Winstead Sechrest & Minick P.C. regarding the
validity of the securities being registered.

23.1.1* -- Consent of PricewaterhouseCoopers LLP (Chesapeake Energy
Corporation)

23.1.2* -- Consent of PricewaterhouseCoopers LLP (Gothic Energy
Corporation)

23.2* -- Consent of Williamson Petroleum Consultants, Inc.

23.3* -- Consent of Ryder Scott Company, L.P.

23.4.1* -- Consent of Lee Keeling and Associates, Inc. (Chesapeake
Energy Corporation)

23.4.2* -- Consent of Lee Keeling and Associates, Inc. (Gothic Energy
Corporation)

24.1* -- Power of Attorney.

----------

* Filed herewith.

ITEM 17. UNDERTAKINGS

(a) Chesapeake hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:

(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;

(ii) to reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;

(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
Chesapeake pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration
Statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

II-4
22

(b) Chesapeake hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
Chesapeake's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Chesapeake pursuant to the
foregoing provisions, or otherwise, Chesapeake has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Chesapeake
of expenses incurred or paid by a director, officer or
controlling person of Chesapeake in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, Chesapeake will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

II-5
23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Chesapeake
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma on May 23, 2001.

CHESAPEAKE ENERGY CORPORATION

By: /s/ AUBREY K. MCCLENDON
------------------------
Aubrey K. McClendon
Chairman of the Board and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 23, 2001.

SIGNATURE TITLE
--------- -----

/s/ AUBREY K. MCCLENDON Chairman of the Board, Chief Executive Officer and Director
------------------------------------------ (Principal Executive Officer)
Aubrey K. McClendon

/s/ TOM L. WARD President, Chief Operating Officer and Director
------------------------------------------ (Principal Executive Officer)
Tom L. Ward

/s/ MARCUS C. ROWLAND Executive Vice President and Chief Financial Officer
------------------------------------------ (Principal Financial Officer)
Marcus C. Rowland

/s/ MICHAEL A. JOHNSON Senior Vice President - Accounting
------------------------------------------ (Principal Accounting Officer)
Michael A. Johnson

/s/ EDGAR F. HEIZER, JR. Director
------------------------------------------
Edgar F. Heizer, Jr.

/s/ BREENE M. KERR Director
------------------------------------------
Breene M. Kerr

/s/ SHANNON T. SELF Director
------------------------------------------
Shannon T. Self

/s/ FREDERICK B. WHITTEMORE Director
------------------------------------------
Frederick B. Whittemore

II-6
24

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------- -----------

2.9* -- Stock Purchase Agreement dated January 31, 2001 between
William Stuart Price and Carmen Acquisition Corp.

3.1 -- Registrant's Certificate of Incorporation as amended.
Incorporated herein by reference to Exhibit 3.1 to
Registrant's registration statement on Form S-1 (No.
333-45872).

3.2 -- Registrant's Bylaws. Incorporated herein by reference to
Exhibit 3.2 to Registrant's registration statement on Form
8-B (No. 001-13726).

Exhibit 4.1 to Registrant's registration statement on Form
S-4 (No. 333-24995). First Supplemental Indenture dated
December 17, 1997 and Second Supplemental Indenture dated
February 16, 1998. Incorporated herein by reference to
Exhibit 4.1.1 to Registrant's transition report on Form
10-K for the six months ended December 31, 1997. Second
[Third] Supplemental Indenture dated April 22, 1998.
Incorporated herein by reference to Exhibit 4.1.1 to
Registrant's Amendment No. 1 to Form S-3 registration
statement (No. 333-57235). Fourth Supplemental Indenture
dated July 1, 1998. Incorporated herein by reference to
Exhibit 4.1.1 to Registrant's quarterly report on Form 10-Q
for the quarter ended September 30, 1998. Fifth
Supplemental Indenture dated November 19, 1999.
Incorporated herein by reference to Exhibit 4.1.1 to
Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2001.

4.5 -- Agreement to furnish copies of unfiled long-term debt
Instruments. Incorporated herein by reference to
Registrant's transition report on Form 10-K for the six
months ended December 31, 1997.

4.10 -- Registration Rights Agreement dated as of September 9, 1997
among Gothic Energy Corporation, two of its subsidiaries,
Oppenheimer & Co., Inc., Banc One Capital Corporation

and Paribas Corporation. Incorporated herein by reference
to Exhibit 4.10 to Registrant's annual report on Form 10-K
for the year ended December 31, 2000.

5.1* -- Opinion of Winstead Sechrest & Minick P.C. regarding the
validity of the securities being registered.

23.1.1* -- Consent of PricewaterhouseCoopers LLP (Chesapeake Energy
Corporation)

23.1.2* -- Consent of PricewaterhouseCoopers LLP (Gothic Energy
Corporation)

23.2* -- Consent of Williamson Petroleum Consultants, Inc.

23.3* -- Consent of Ryder Scott Company, L.P.

23.4.1* -- Consent of Lee Keeling and Associates, Inc. (Chesapeake
Energy Corporation)

23.4.2* -- Consent of Lee Keeling and Associates, Inc. (Gothic Energy
Corporation)

24.1* -- Power of Attorney.

----------

* Filed herewith.