Edgar Filing: CHESAPEAKE ENERGY CORP

1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 2001

REGISTRATION NO. 333-41014
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-1
ON 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)

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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
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. [ ]

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.

2
Explanatory Note: We are filing this Registration Statement on Form S-3 as
Post-Effective Amendment No. 1 to our Registration Statement on Form S-1 (No.
333-41014) in order to convert the registration of the shares offered hereunder
to Form S-3.

SUBJECT TO COMPLETION DATED APRIL 4, 2001

PROSPECTUS

CHESAPEAKE ENERGY CORPORATION

3,461,348 SHARES OF COMMON STOCK

The selling shareholders identified in this prospectus may offer and sell
from time to time 3,461,348 shares of our common stock. We are not selling any
shares under this prospectus, and we will not receive any proceeds from the sale
of shares of common stock by the selling shareholders.

Our common stock is listed on the New York Stock Exchange under the symbol
"CHK." On April 3, 2001, the last reported sale price of the common stock on
the New York Stock Exchange was $7.65 per share.

The selling shareholders may sell the shares of common stock described in
this prospectus in a number of different ways and at varying prices. We provide
more information about how the selling shareholders may sell their shares 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 SHARES OF OUR COMMON STOCK.

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 April ___, 2001

TABLE OF CONTENTS

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

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

Forward-Looking Statements...................................................9

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

Selling Shareholders........................................................10

Plan of Distribution........................................................11

Legal Matters...............................................................12

Experts.....................................................................12

Where You Can Find More Information.........................................12

Incorporation by Reference..................................................12

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 April 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. The following table highlights our growth since 1995:

FIVE-YEAR
YEARS ENDED DECEMBER 31, AVERAGE
----------------------------------------------------------------------------------- ANNUAL
1995 1996 1997 1998 1999 2000 RATE
----------- ----------- ----------- ----------- ----------- ----------- ---------

Production (mmcfe) ........ 80,857 69,867 80,302 130,277 133,492 134,179 13%
Proved reserves
(mmcfe) ................. 457,851 494,000 448,474 1,091,348 1,205,595 1,656,328(a) 38%
EBITDA ($ in 000's) ....... $ 73,600 $ 144,340 $ 256,421 $ 183,449 $ 218,936 $ 391,190 49%
Operating cash flow
($ in 000's) ............ $ 63,366 $ 130,989 $ 226,639 $ 115,200 $ 137,884 $ 304,934 54%
Net income (loss)
($ in 000's) ............ $ 14,451 $ 39,902 $ (233,429) $ (933,854) $ 33,266 $ 455,570 191%

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(a) Represents the combined proved reserves of Chesapeake and Gothic Energy
Corporation at December 31, 2000. We acquired Gothic on January 16, 2001.

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. The prices we are currently receiving for our
production are near or at historic highs. 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 December 31, 2000, we had long-term indebtedness of $945 million,
which included bank indebtedness of $25 million. Our long-term indebtedness
represented 75% of our total capitalization at December 31, 2000. If the Gothic
merger had been completed as of December 31, 2000, our long-term indebtedness,
on a pro forma basis, would have been $1.16 billion.

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 (23% of EBITDA on a pro forma
basis for the Gothic acquisition) 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.

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. In
2000, we recorded reductions to oil and gas revenues of $30.6 million related to
commodity price risk management activities. We cannot assure you that we will
not experience additional reductions to oil and gas revenues from our commodity
price risk management. If the hedges in existence at December 31, 2000 had been
settled on that date, based upon futures prices as of that date, we would have
incurred a loss of $89.3 million, which would have been recognized as price
adjustments during the related months of future production. 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 December 31, 2000 was $35 million, consisting of $31.5
million in letters of credit and $3.5 million in cash deposits. 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 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 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,

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 December 31, 2000, Messrs.
McClendon and Ward had payables to us of $2.0 million and $2.3 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.

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 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 incorporated by reference.

USE OF PROCEEDS

We will not receive any proceeds from this offering. We are registering our
common stock on behalf of the selling shareholders. If and when the selling
shareholders sell their stock, they will receive the proceeds.

SELLING SHAREHOLDERS

The following table sets forth the name of each of the selling
shareholders, the number of shares and percentage of common stock beneficially
owned by each selling shareholder before the offering, the number of shares of
common stock offered pursuant to this prospectus, and the number of shares of
common stock beneficially owned by each selling shareholder prior to the
offering:

SHARES
BENEFICIALLY OWNED
BEFORE OFFERING NUMBER OF NUMBER OF SHARES
------------------- SHARES BENEFICIALLY OWNED
NAME OF SELLING SHAREHOLDER(1) NUMBER PERCENT BEING OFFERED AFTER OFFERING
------------------------------ ------ ------- ------------- ------------------

Appaloosa Investment Limited Partnership I(2) ................... 723,310 * 723,310 --
Palomino Fund Ltd.(2) ........................................... 699,250 * 699,250 --
Oppenheimer Strategic Income Fund(3) ............................ 1,926,619(4) 1.21% 875,000 1,051,619(4)
Oppenheimer Champion Income Fund(3) ............................. 930,180(5) * 350,000 580,180(5)
Oppenheimer Variable Account Funds
f/a/o Oppenheimer Strategic Bond Fund(3) ........................ 163,984(6) * 20,099 143,885(6)
Oppenheimer High Yield Fund(3) .................................. 1,119,424(7) * 400,000 719,424(7)
Atlas Assets, Inc., f/a/o Atlas Strategic Income Fund(3) ........ 7,773 * 7,773 --
John Hancock High Yield Bond Fund ............................... 385,916 * 385,916 --

* Indicates less than 1%

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(1) The term selling shareholders also includes their respective donees,
pledgees, transferees and other successors in interest. The information in
the table is as of April __, 2000.

(2) Appaloosa Management L.P. is the general partner of Appaloosa Investment
Limited Partnership I and investment advisor of Palomino Fund Ltd. The
general partner of Appaloosa Management is Appaloosa Partners Inc. David
Tepper is the sole stockholder and President of Appaloosa Partners and owns
a majority of the limited partnership interests of Appaloosa Management.
Such persons may be deemed to be beneficial owners.

(3) Each entity is a registered investment company. Oppenheimer Funds, Inc.
acts as the investment advisor for the Oppenheimer funds and as sub-advisor
for Atlas Assets, Inc., and has investment discretion on behalf of these
accounts. Therefore it may be deemed to be a beneficial owner of such
securities but disclaims beneficial ownership.

(4) Includes 1,051,619 shares of common stock issuable upon conversion of
146,175 shares of 7% convertible preferred stock.

(5) Includes 550,180 shares of common stock issuable upon conversion of 76,475
shares of 7% convertible preferred stock.

(6) Includes 143,885 shares of common stock issuable upon conversion of 20,000
shares of 7% convertible preferred stock.

(7) Includes 719,424 shares of common stock issuable upon conversion of 100,000
shares of 7% convertible preferred stock.

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 predecessors or affiliates.

Because the selling shareholders may offer all or some portion of the above
shares 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 shareholders upon termination of any such sale. In addition, the
selling shareholders 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 shareholders may sell all, part or none of the shares listed above.

We agreed with the selling shareholders to prepare and file all necessary
amendments and supplements to the registration statement of which this
prospectus is a part to keep it effective until June 27, 2002 or such time as
all of the shares covered by this prospectus have been sold by the selling
shareholders.

PLAN OF DISTRIBUTION

The sale or distribution of the shares of common stock offered by this
prospectus may be effected directly to purchasers by the selling shareholders
(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 shares 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 shares.

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 shareholders or by agreement between the selling
shareholders and underwriters, brokers, dealers or agents, or purchasers. In
connection with sales of the shares or otherwise, the selling shareholders may
enter into hedging transactions with broker-dealers, which may in turn engage in
short sales of the shares in the course of hedging the positions they assume.
The selling shareholders may also sell shares short and deliver shares to close
out such short positions, or loan or pledge shares to broker-dealers that in
turn may sell such shares. The selling shareholders 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 shares by the selling shareholders.

If the selling shareholders effect such transactions by selling shares 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 shareholders or commissions from purchasers of
shares 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
shareholders and any brokers, dealers or agents that participate in the
distribution of the shares may be deemed to be underwriters, and any profit on
the sale of shares 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 shareholders.

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 shares may not be sold unless the shares 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 shares to the public hereunder other than commissions,
fees and discounts of underwriters, brokers, dealers and agents. Chesapeake has
agreed to indemnify the selling shareholders 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 shares by the selling shareholders.

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
shareholders and have informed the selling shareholders of the need for delivery
of the prospectus to purchasers at or prior to the time of any sale of their
shares.

LEGAL MATTERS

The legality of the common stock 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 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 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.

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 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, 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 shares of common
stock offered in this prospectus may only be offered in states where the offer
is permitted, and the selling shareholders are not making an offer of the shares
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 on the
front of those documents unless the information specifically indicates that
another date applies.

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 $ 36,142
Legal fees 115,000
Accounting fees 30,000
Printing expenses 70,000
Miscellaneous 5,000
---------
Total $ 256,142
=========

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.

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.

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.

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.

2.5* -- Senior Secured Discount Notes Purchase Agreement dated August
29, 2000 between Chesapeake Energy Marketing, Inc. and BNP
Paribas.

II-1

2.6* -- Senior Secured Notes Purchase Agreement dated September 1, 2000
between Chesapeake Energy Corporation and Lehman Brothers Inc.

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).

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.

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.

4.3 -- Indenture dated as of April 1, 1998 among the Registrant, as
Subsidiary Guarantors, and United States Trust Company of New
York, As Trustee, with respect to 9.625% Senior Notes due 2005.
Incorporated herein by reference to Exhibit 4.3 to Registrant
registration statement on Form S-3 (No. 333-57235). First
Supplemental Indenture dated July 1, 1998. Incorporated herein
by reference to Exhibit 4.4.1 to Registrant's quarterly report
on Form 10-Q for the quarter ended September 30, 1998.

II-2

dated April 22, 1998. Incorporated herein by reference to
Exhibit 4.4.1 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 4.3.1 to Registrant's quarterly report on Form 10-Q
for the quarter ended September 30, 1998.

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.

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 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 regarding the validity of
the securities being registered.

II-3

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.

----------

* Previously filed as an exhibit to this Registration Statement.

** 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

(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

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 April 4, 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 April 4, 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

* By: /s/ AUBREY K. MCCLENDON
-----------------------
Aubrey K. McClendon
as attorney-in-fact

II-6

INDEX TO EXHIBITS

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

2.5* -- Senior Secured Discount Notes Purchase Agreement dated August
29, 2000 between Chesapeake Energy Marketing, Inc. and BNP
Paribas.

2.6* -- Senior Secured Notes Purchase Agreement dated September 1, 2000
between Chesapeake Energy Corporation and Lehman Brothers Inc.

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).

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).

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.

4.4 -- Indenture dated as of April 1, 1996 among the Registrant, its
subsidiaries signatory thereto, as Subsidiary Guarantors, and
United States Trust Company of New York, as Trustee, with
respect to 9.125% Senior Notes, due 2006. Incorporated herein by
reference to Exhibit 4.6 to Registrant's registration statement
on Form S-3 (No. 333-1588). First Supplemental Indenture dated
December 30, 1996 and Second Supplemental Indenture dated
December 17, 1997. Incorporated herein by reference to Exhibit
4.4.1 to Registrant's transition report on Form 10-K for the six
months ended December 31, 1997. Third Supplemental Indenture
dated April 22, 1998. Incorporated herein by reference to
Exhibit 4.4.1 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 4.3.1 to Registrant's quarterly report on Form 10-Q
for the quarter ended September 30, 1998.

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.

4.9 -- 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.

4.13 -- 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 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 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.

----------

* Previously filed as an exhibit to this Registration Statement

** Filed herewith.