UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
-------------------------------------------------------------------------------
                       NOVEMBER 2, 2004 (NOVEMBER 1, 2004)


                          CHESAPEAKE ENERGY CORPORATION
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             (Exact name of Registrant as specified in its Charter)


           OKLAHOMA                  1-13726                       73-1395733
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(State or other jurisdiction     (Commission File No.)            (IRS Employer
     of incorporation)                                       Identification No.)


  6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA                  73118
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       (Address of principal executive offices)                     (Zip Code)


                                 (405) 848-8000
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              (Registrant's telephone number, including area code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.1425)

[_] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



SECTION 2 - FINANCIAL INFORMATION
ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         We  issued  a  press  release  on  November  1,  2004,  which  includes
information  regarding  our  consolidated  results of  operations  and financial
condition as of and for the quarterly  period ended  September 30, 2004. It also
includes updated information on our 2005 outlook. The text of that press release
is  attached  to this  Report as an exhibit  and is  incorporated  by  reference
herein.

         The press release contains  information  concerning  financial measures
that  we  use  that  may  be  considered  "non-GAAP  financial  measures"  under
Securities  and  Exchange  Commission  rules.  Specifically,  the press  release
contains  information  concerning operating cash flow (defined as cash flow from
operating  activities before changes in assets and liabilities) and EBITDA, each
of which is reconciled in the press release to cash from  operating  activities,
the most directly comparable financial measure reported under generally accepted
accounting principles.

         With the  filing  of this  report on Form 8-K and the  issuance  of the
attached press release,  we are also updating our future  outlook,  which can be
found on our  website at  WWW.CHKENERGY.COM.  We caution you that our outlook is
given as of November 1, 2004 based on currently  available  information,  and
that we are not undertaking any obligation to update our estimates as conditions
change or other information becomes available.

     This  information,  including  the exhibit  attached  hereto,  shall not be
deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange  Act of
1934,  as amended (the  "Exchange  Act"),  or  incorporated  by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as may be  expressly  set forth by specific  reference in this Report other than
under Item 2.02 hereof.



SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

        (c)      Exhibits

EXHIBIT NO.        DOCUMENT DESCRIPTION
-----------       --------------------

    99.1          Chesapeake Energy Corporation press release dated
                  November 1, 2004

                                       2


                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                      CHESAPEAKE ENERGY CORPORATION


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

Dated:        November 2, 2004

                                       3


                                  EXHIBIT INDEX


EXHIBIT NO.       DOCUMENT DESCRIPTION
-----------       --------------------

   99.1           Chesapeake Energy Corporation press release dated
                  November 1, 2004

                                       4