<PAGE>   1

     As filed with the Securities and Exchange Commission on August 16, 2001
                       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 2001 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>
====================================================================================================================
                                                    Proposed                Proposed
        Title of                Amount              Maximum                  Maximum
    Securities to be            to be            Offering Price             Aggregate               Amount of
       Registered           Registered(1)          Per Share            Offering Price(2)      Registration Fee(2)
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                   <C>                     <C>
Common Stock, $.01 par        3,200,000               (2)                $ 19,146,540.00           $ 4,786.64
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 2001 Stock Option Plan.

(2)      Calculated pursuant to paragraphs (c) and (h) of Rule 457, based on
         outstanding options to purchase 1,066,000 shares of Common Stock at
         $6.11 per share, and with respect to the balance of the shares being
         registered, the average of the high and low prices of the Common Stock
         of Chesapeake Energy Corporation on the New York Stock Exchange on
         August 13, 2001.



<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.




                                       2
<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)      The Annual Report on Form 10-K for the fiscal year ended
                  December 31, 2000 as amended by Form 10-K/A filed with the SEC
                  on April 4, 2001;

         (b)      The Company's quarterly reports on Form 10-Q for the periods
                  ended March 31 and June 30, 2001;

         (c)      The Company's current reports on Form 8-K filed on January 17
                  and 31, February 6, 13, and 21, March 27 and 29, April 2, 2,
                  9, 16, 17, and 27, July 17 and 27, and August 13, 2001; and

         (d)      The description of our common stock, contained in the
                  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 August 13, 2001 and any other amendments or
                  reports filed for the purpose of updating such description.

         All documents filed by the Company 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 Company's common stock has been registered under
Section 12 of the Exchange Act.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not applicable.

               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 1031 of the Oklahoma General Corporation Act, under which the
Company is incorporated, authorizes the indemnification of directors and
officers under certain circumstances. Article VIII of the Certificate of
Incorporation of the Company and Article VI of the Bylaws of the Company also
provide for indemnification of directors and officers under certain
circumstances. These provisions, together with the Company's indemnification
obligations under individual indemnity



                                       3
<PAGE>   4

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 Company maintains insurance which insures its
directors and officers against certain liabilities.

                  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                                 Not applicable.

                                ITEM 8. EXHIBITS.

<Table>
<Caption>
Exhibit Number                      Description
--------------                      -----------

<S>                                 <C>
      4.1                           Restated Certificate of Incorporation of the
                                    Registrant. Incorporated herein by reference
                                    to Exhibit 3.1 to Registrant's Form 10-Q for
                                    the quarter ended June 30, 2001.

      4.2                           Bylaws, as amended, of the Registrant.
                                    Incorporated herein by reference to Exhibit
                                    3.2 to Registrant's Form 10-Q for the
                                    quarter ended June 30, 2001.

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

     23.1                           Consent of PricewaterhouseCoopers LLP as to
                                    Registrant.

     23.2                           Consent of PricewaterhouseCoopers LLP as to
                                    Gothic Energy Corporation.

     23.3                           Consent of Williamson Petroleum Consultants,
                                    Inc.

     23.4                           Consent of Ryder Scott Company L.P.

     23.5                           Consent of Lee Keeling and Associates, Inc.
                                    as to Registrant.

     23.6                           Consent of Lee Keeling and Associates, Inc.
                                    as to Gothic Energy Corporation

     23.7                           Consent of Winstead Sechrest and Minick P.C.
                                    (included as part of Exhibit 5.1.)

     24.1                           Power of Attorney.

     99                             Chesapeake Energy Corporation 2001 Stock
                                    Option Plan. Incorporated herein by
                                    reference to Exhibit B to Registrant's
                                    definitive proxy statement for its 2001
                                    annual meeting of shareholders filed
                                    April 30, 2001.

</Table>




                                       4
<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.




                                       5
<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.



                                       6
<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 August 16, 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 August 16, 2001.

<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
</Table>



                                       7
<PAGE>   8

<Table>
<S>                                               <C>
         /s/ Shannon T. Self                       Director
--------------------------------------------
         Shannon T. Self

         /s/ Frederick B. Whittemore               Director
--------------------------------------------
         Frederick B. Whittemore
</Table>




                                       8
<PAGE>   9

                                  EXHIBIT INDEX

<Table>
<Caption>
       EXHIBIT
       NUMBER                               DESCRIPTION
       -------                              -----------

<S>                       <C>
         4.1               Restated Certificate of Incorporation of the
                           Registrant. Incorporated herein by reference to
                           Exhibit 3.1 to Registrant's Form 10-Q for the quarter
                           ended June 30, 2001.

         4.2               Bylaws, as amended, of the Registrant. Incorporated
                           herein by reference to Exhibit 3.2 to Registrant's
                           10-Q for the quarter ended June 30, 2001

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

        23.1               Consent of PricewaterhouseCoopers LLP as to
                           Registrant.

        23.2               Consent of PricewaterhouseCoopers LLP as to Gothic
                           Energy Corporation.

        23.3               Consent of Williamson Petroleum Consultants, Inc.

        23.4               Consent of Ryder Scott Company L.P.

        23.5               Consent of Lee Keeling and Associates, Inc. as to
                           Registrant.

        23.6               Consent of Lee Keeling and Associates, Inc. as to
                           Gothic Energy Corporation.

        23.7               Consent of Winstead Sechrest & Minick P.C. (included
                           as part of Exhibit 5.1).

        24.1               Power of Attorney.

        99                 Chesapeake Energy Corporation 2001 Stock Option Plan.
                           Incorporated herein by reference to Exhibit B to
                           Registrant's definitive proxy statement for its 2001
                           annual meeting of shareholders filed April 30, 2001.

</Table>



                                       9
[{"type": "S-8", "sequence": "1", "filename": "d90049s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20326}]
{"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": "333-67740", "film-number": "1717323"}, "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 August 16, 2001
                       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 2001 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
====================================================================================================================
                                                    Proposed                Proposed
        Title of                Amount              Maximum                  Maximum
    Securities to be            to be            Offering Price             Aggregate               Amount of
       Registered           Registered(1)          Per Share            Offering Price(2)      Registration Fee(2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par        3,200,000               (2)                $ 19,146,540.00           $ 4,786.64
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 2001 Stock Option Plan.

(2)      Calculated pursuant to paragraphs (c) and (h) of Rule 457, based on
         outstanding options to purchase 1,066,000 shares of Common Stock at
         $6.11 per share, and with respect to the balance of the shares being
         registered, the average of the high and low prices of the Common Stock
         of Chesapeake Energy Corporation on the New York Stock Exchange on
         August 13, 2001.
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.

                                       2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)      The Annual Report on Form 10-K for the fiscal year ended
                  December 31, 2000 as amended by Form 10-K/A filed with the SEC
                  on April 4, 2001;

         (b)      The Company's quarterly reports on Form 10-Q for the periods
                  ended March 31 and June 30, 2001;

         (c)      The Company's current reports on Form 8-K filed on January 17
                  and 31, February 6, 13, and 21, March 27 and 29, April 2, 2,
                  9, 16, 17, and 27, July 17 and 27, and August 13, 2001; and

         (d)      The description of our common stock, contained in the
                  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 August 13, 2001 and any other amendments or
                  reports filed for the purpose of updating such description.

         All documents filed by the Company 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 Company's common stock has been registered under
Section 12 of the Exchange Act.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not applicable.

               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 1031 of the Oklahoma General Corporation Act, under which the
Company is incorporated, authorizes the indemnification of directors and
officers under certain circumstances. Article VIII of the Certificate of
Incorporation of the Company and Article VI of the Bylaws of the Company also
provide for indemnification of directors and officers under certain
circumstances. These provisions, together with the Company's indemnification
obligations under individual indemnity

                                       3
4

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 Company 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                           Restated Certificate of Incorporation of the
                                    Registrant. Incorporated herein by reference
                                    to Exhibit 3.1 to Registrant's Form 10-Q for
                                    the quarter ended June 30, 2001.

      4.2                           Bylaws, as amended, of the Registrant.
                                    Incorporated herein by reference to Exhibit
                                    3.2 to Registrant's Form 10-Q for the
                                    quarter ended June 30, 2001.

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

     23.1                           Consent of PricewaterhouseCoopers LLP as to
                                    Registrant.

     23.2                           Consent of PricewaterhouseCoopers LLP as to
                                    Gothic Energy Corporation.

     23.3                           Consent of Williamson Petroleum Consultants,
                                    Inc.

     23.4                           Consent of Ryder Scott Company L.P.

     23.5                           Consent of Lee Keeling and Associates, Inc.
                                    as to Registrant.

     23.6                           Consent of Lee Keeling and Associates, Inc.
                                    as to Gothic Energy Corporation

     23.7                           Consent of Winstead Sechrest and Minick P.C.
                                    (included as part of Exhibit 5.1.)

     24.1                           Power of Attorney.

     99                             Chesapeake Energy Corporation 2001 Stock
                                    Option Plan. Incorporated herein by
                                    reference to Exhibit B to Registrant's
                                    definitive proxy statement for its 2001
                                    annual meeting of shareholders filed
                                    April 30, 2001.
4
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.

                                       5
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.

                                       6
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 August 16, 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 August 16, 2001.
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
7
8
/s/ Shannon T. Self                       Director
--------------------------------------------
         Shannon T. Self

         /s/ Frederick B. Whittemore               Director
--------------------------------------------
         Frederick B. Whittemore
8
9

                                  EXHIBIT INDEX
EXHIBIT
       NUMBER                               DESCRIPTION
       -------                              -----------
4.1               Restated Certificate of Incorporation of the
                           Registrant. Incorporated herein by reference to
                           Exhibit 3.1 to Registrant's Form 10-Q for the quarter
                           ended June 30, 2001.

         4.2               Bylaws, as amended, of the Registrant. Incorporated
                           herein by reference to Exhibit 3.2 to Registrant's
                           10-Q for the quarter ended June 30, 2001

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

        23.1               Consent of PricewaterhouseCoopers LLP as to
                           Registrant.

        23.2               Consent of PricewaterhouseCoopers LLP as to Gothic
                           Energy Corporation.

        23.3               Consent of Williamson Petroleum Consultants, Inc.

        23.4               Consent of Ryder Scott Company L.P.

        23.5               Consent of Lee Keeling and Associates, Inc. as to
                           Registrant.

        23.6               Consent of Lee Keeling and Associates, Inc. as to
                           Gothic Energy Corporation.

        23.7               Consent of Winstead Sechrest & Minick P.C. (included
                           as part of Exhibit 5.1).

        24.1               Power of Attorney.

        99                 Chesapeake Energy Corporation 2001 Stock Option Plan.
                           Incorporated herein by reference to Exhibit B to
                           Registrant's definitive proxy statement for its 2001
                           annual meeting of shareholders filed April 30, 2001.
9