<PAGE>   1


    As filed with the Securities and Exchange Commission on December 22, 2000
                       Registration No. 333-______________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          CHESAPEAKE ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

         OKLAHOMA                                      73-1395733
(State of Incorporation)                   (I.R.S. Employer Identification No.)

            6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118
               (Address of principal executive offices) (zip code)

     CHESAPEAKE ENERGY CORPORATION 2000 EXECUTIVE OFFICER STOCK OPTION PLAN
                            (Full title of the plan)

             AUBREY K. MCCLENDON                        COPIES TO:
          CHAIRMAN OF THE BOARD AND               CONNIE S. STAMETS, ESQ.
           CHIEF EXECUTIVE OFFICER           WINSTEAD, SECHREST & MINICK P.C.
        CHESAPEAKE ENERGY CORPORATION           A PROFESSIONAL CORPORATION
          6100 NORTH WESTERN AVENUE               5400 RENAISSANCE TOWER
        OKLAHOMA CITY, OKLAHOMA 73118                 1201 ELM STREET
   (Name and address for agent for service)         DALLAS, TEXAS 75270

                                 (405) 848-8000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
        Title of                Amount              Proposed                Proposed                Amount of
    Securities to be            to be               Maximum                  Maximum           Registration Fee(2)
       Registered           Registered(1)        Offering Price             Aggregate
                                                   Per Share            Offering Price(2)
--------------------------------------------------------------------------------------------------------------------

<S>                         <C>                  <C>                    <C>                     <C>
Common Stock, $.01 par        2,500,000               (2)                 $ 11,872,000              $2,968.00
value per share
====================================================================================================================
</TABLE>

(1)    Pursuant to Rule 416, there are registered hereunder such indeterminate
       number of additional shares as may become issuable upon exercise of the
       options as a result of the antidilution provisions of the Chesapeake
       Energy Corporation 2000 Executive Officer Stock Option Plan.

(2)    Calculated pursuant to paragraphs (c) and (h) of Rule 457, based on
       outstanding options to purchase 1,300,000 shares of Common Stock at $4.00
       per share, and 1,200,000 shares of Common Stock at $5.56 per share.



<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                           ITEM 1. PLAN INFORMATION.*

      ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


---------

*       Information required by Part I of Form S-8 to be contained in a
        prospectus meeting the requirements of Section 10(a) of the Securities
        Act of 1933 is omitted from this Registration Statement in accordance
        with Rule 428 under the Securities Act of 1933 and the Note to Part I of
        Form S-8.


<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        Chesapeake Energy Corporation (the "Registrant") incorporates by
reference into this Registration Statement the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission"):

        (a)       The prospectus filed by the Registrant pursuant to Rule
                  424(b)(3) on October 13, 2000 in connection with the
                  Registrant's Registration Statement on Form S-1 (No.
                  333-46966);

        (b)       The Registrant's quarterly reports on Form 10-Q for the
                  periods ended March 31, June 30 and September 30, 2000;

        (c)       The Registrant's current reports on Form 8-K filed on February
                  28, March 9, March 16, May 4, June 19, June 30, July 20, July
                  28, September 13, October 4, October 23, October 26, November
                  14, November 16, December 4, December 18 and December 21,
                  2000;

        (d)       The description of the Registrant's common stock, par value
                  $.01 per share (the "Common Stock"), contained in the
                  Registrant's Registration Statement on Form 8-B (No.
                  001-13726), including the amendment to such description filed
                  by the Registrant on Form 8-K on December 18, 2000 and any
                  other amendments or reports filed for the purpose of updating
                  such description.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

                       ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable. The Registrant's Common Stock has been registered under
Section 12 of the Exchange Act.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not applicable.


<PAGE>   4


               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 1031 of the Oklahoma General Corporation Act, under which the
Registrant is incorporated, authorizes the indemnification of directors and
officers under certain circumstances. Article VIII of the Certificate of
Incorporation of the Registrant and Article VI of the Bylaws of the Registrant
also provide for indemnification of directors and officers under certain
circumstances. These provisions, together with the Registrant'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 of 1933, as amended. In addition, the Registrant
maintains insurance which insures its directors and officers against certain
liabilities.

                  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                                 Not applicable.

                                ITEM 8. EXHIBITS.

Exhibit Number      Description

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

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

     23.2           Consent of PricewaterhouseCoopers LLP.

     23.3           Consent of Williamson Petroleum Consultants, Inc.

     23.4           Consent of Ryder Scott Company Petroleum Engineers.

     24.1           Power of Attorney.

     99             Chesapeake Energy Corporation 2000 Executive Officer Stock
                    Option Plan. Incorporated herein by reference to Exhibit
                    10.1.7 to Registrant's Form 10-Q for the quarter ended March
                    31, 2000.


<PAGE>   5

                              ITEM 9. UNDERTAKINGS.

        (a)    The Registrant 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. Notwithstanding
                               the foregoing, any increase or decrease in volume
                               of securities offered (if the total dollar value
                               of securities offered would not exceed that which
                               was registered) and any deviation from the low or
                               high end of the estimated maximum offering range
                               may be reflected in the form of prospectus filed
                               with the Commission pursuant to Rule 424(b) if,
                               in the aggregate, the changes in volume and price
                               represent no more than a 20% change in the
                               maximum aggregate offering price set forth in the
                               "Calculation of Registration Fee" table in the
                               effective 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 the Registrant 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.


<PAGE>   6

         (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant'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 the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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 the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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, the Registrant 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


<PAGE>   7


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 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 December 21,
2000.


                         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 December 21, 2000

<TABLE>
<CAPTION>
                  SIGNATURE                                         TITLE
                  ---------                                         -----

<S>                                                <C>
         /s/ Aubrey K. McClendon                   Chairman of the Board, Chief Executive
--------------------------------------------                Officer and Director
         Aubrey K. McClendon                           (Principal Executive Officer)


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


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


         /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
</TABLE>


<PAGE>   8



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
       Exhibit
       Number                                   Description
       -------                                  -----------


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

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

        23.2               Consent of PricewaterhouseCoopers LLP.

        23.3               Consent of Williamson Petroleum Consultants, Inc.

        23.4               Consent of Ryder Scott Company L.P.

        24.1               Power of Attorney.

        99                 Chesapeake Energy Corporation 2000 Executive Officer Stock
                           Option Plan. Incorporated herein by reference to Exhibit
                           10.1.7 to Registrant's Form 10-Q for the quarter ended
                           March 31, 2000.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "d82842s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17620}]
{"company-data": {"conformed-name": "CHESAPEAKE ENERGY CORP", "cik": "0000895126", "assigned-sic": "1311", "irs-number": "731395733", "state-of-incorporation": "OK", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52666", "film-number": "795249"}, "business-address": {"street1": "6100 N WESTERN AVE", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73118", "phone": "4058488000"}, "mail-address": {"street1": "6100 NORTH WESTERN AVE", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73118"}}
1

    As filed with the Securities and Exchange Commission on December 22, 2000
                       Registration No. 333-______________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          CHESAPEAKE ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

         OKLAHOMA                                      73-1395733
(State of Incorporation)                   (I.R.S. Employer Identification No.)

            6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118
               (Address of principal executive offices) (zip code)

     CHESAPEAKE ENERGY CORPORATION 2000 EXECUTIVE OFFICER STOCK OPTION PLAN
                            (Full title of the plan)

             AUBREY K. MCCLENDON                        COPIES TO:
          CHAIRMAN OF THE BOARD AND               CONNIE S. STAMETS, ESQ.
           CHIEF EXECUTIVE OFFICER           WINSTEAD, SECHREST & MINICK P.C.
        CHESAPEAKE ENERGY CORPORATION           A PROFESSIONAL CORPORATION
          6100 NORTH WESTERN AVENUE               5400 RENAISSANCE TOWER
        OKLAHOMA CITY, OKLAHOMA 73118                 1201 ELM STREET
   (Name and address for agent for service)         DALLAS, TEXAS 75270

                                 (405) 848-8000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
        Title of                Amount              Proposed                Proposed                Amount of
    Securities to be            to be               Maximum                  Maximum           Registration Fee(2)
       Registered           Registered(1)        Offering Price             Aggregate
                                                   Per Share            Offering Price(2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par        2,500,000               (2)                 $ 11,872,000              $2,968.00
value per share
====================================================================================================================
(1)    Pursuant to Rule 416, there are registered hereunder such indeterminate
       number of additional shares as may become issuable upon exercise of the
       options as a result of the antidilution provisions of the Chesapeake
       Energy Corporation 2000 Executive Officer Stock Option Plan.

(2)    Calculated pursuant to paragraphs (c) and (h) of Rule 457, based on
       outstanding options to purchase 1,300,000 shares of Common Stock at $4.00
       per share, and 1,200,000 shares of Common Stock at $5.56 per share.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                           ITEM 1. PLAN INFORMATION.*

      ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

---------

*       Information required by Part I of Form S-8 to be contained in a
        prospectus meeting the requirements of Section 10(a) of the Securities
        Act of 1933 is omitted from this Registration Statement in accordance
        with Rule 428 under the Securities Act of 1933 and the Note to Part I of
        Form S-8.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        Chesapeake Energy Corporation (the "Registrant") incorporates by
reference into this Registration Statement the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission"):

        (a)       The prospectus filed by the Registrant pursuant to Rule
                  424(b)(3) on October 13, 2000 in connection with the
                  Registrant's Registration Statement on Form S-1 (No.
                  333-46966);

        (b)       The Registrant's quarterly reports on Form 10-Q for the
                  periods ended March 31, June 30 and September 30, 2000;

        (c)       The Registrant's current reports on Form 8-K filed on February
                  28, March 9, March 16, May 4, June 19, June 30, July 20, July
                  28, September 13, October 4, October 23, October 26, November
                  14, November 16, December 4, December 18 and December 21,
                  2000;

        (d)       The description of the Registrant's common stock, par value
                  $.01 per share (the "Common Stock"), contained in the
                  Registrant's Registration Statement on Form 8-B (No.
                  001-13726), including the amendment to such description filed
                  by the Registrant on Form 8-K on December 18, 2000 and any
                  other amendments or reports filed for the purpose of updating
                  such description.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

                       ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable. The Registrant's Common Stock has been registered under
Section 12 of the Exchange Act.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not applicable.
4

               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 1031 of the Oklahoma General Corporation Act, under which the
Registrant is incorporated, authorizes the indemnification of directors and
officers under certain circumstances. Article VIII of the Certificate of
Incorporation of the Registrant and Article VI of the Bylaws of the Registrant
also provide for indemnification of directors and officers under certain
circumstances. These provisions, together with the Registrant'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 of 1933, as amended. In addition, the Registrant
maintains insurance which insures its directors and officers against certain
liabilities.

                  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                                 Not applicable.

                                ITEM 8. EXHIBITS.

Exhibit Number      Description

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

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

     23.2           Consent of PricewaterhouseCoopers LLP.

     23.3           Consent of Williamson Petroleum Consultants, Inc.

     23.4           Consent of Ryder Scott Company Petroleum Engineers.

     24.1           Power of Attorney.

     99             Chesapeake Energy Corporation 2000 Executive Officer Stock
                    Option Plan. Incorporated herein by reference to Exhibit
                    10.1.7 to Registrant's Form 10-Q for the quarter ended March
                    31, 2000.
5

                              ITEM 9. UNDERTAKINGS.

        (a)    The Registrant 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. Notwithstanding
                               the foregoing, any increase or decrease in volume
                               of securities offered (if the total dollar value
                               of securities offered would not exceed that which
                               was registered) and any deviation from the low or
                               high end of the estimated maximum offering range
                               may be reflected in the form of prospectus filed
                               with the Commission pursuant to Rule 424(b) if,
                               in the aggregate, the changes in volume and price
                               represent no more than a 20% change in the
                               maximum aggregate offering price set forth in the
                               "Calculation of Registration Fee" table in the
                               effective 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 the Registrant 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.
6

         (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant'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 the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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 the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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, the Registrant 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 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 December 21,
2000.

                         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 December 21, 2000
SIGNATURE                                         TITLE
                  ---------                                         -----
/s/ Aubrey K. McClendon                   Chairman of the Board, Chief Executive
--------------------------------------------                Officer and Director
         Aubrey K. McClendon                           (Principal Executive Officer)

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

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

         /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
8

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

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

        23.2               Consent of PricewaterhouseCoopers LLP.

        23.3               Consent of Williamson Petroleum Consultants, Inc.

        23.4               Consent of Ryder Scott Company L.P.

        24.1               Power of Attorney.

        99                 Chesapeake Energy Corporation 2000 Executive Officer Stock
                           Option Plan. Incorporated herein by reference to Exhibit
                           10.1.7 to Registrant's Form 10-Q for the quarter ended
                           March 31, 2000.