As filed with the Securities and Exchange Commission on August 17, 2004
                                                Registration No. 333-_______


                                  UNITED STATES
                       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 SAVINGS AND
                           INCENTIVE STOCK BONUS PLAN
                            (Full title of the plans)

                               AUBREY K. MCCLENDON
                            CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                          CHESAPEAKE ENERGY CORPORATION
                            6100 NORTH WESTERN AVENUE
                          OKLAHOMA CITY, OKLAHOMA 73118
                    (Name and address for agent for service)
                                 (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 Registered       to be           Maximum            Maximum           Registration Fee(2)
                               Registered(1)    Offering Price      Aggregate
                                                 Per Share(2)     Offering Price(2)
----------------------------- ---------------- -------------------------------------- --------------------
<S>                            <C>                 <C>              <C>                      <C>

Common Stock, $.01 par         1,000,000           $14.23           $14,230,000              $1,803
value per share
============================= ================ ================= ==================== ====================
</TABLE>

(1)    Pursuant  to Rule  416(c),  this  registration  statement  also covers an
       indeterminate  amount of interests to be offered or sold  pursuant to the
       plan named above.
(2)    Calculated  pursuant to paragraphs  (c) and (h) of Rule 457, based on 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, 2004.


<PAGE>


                                EXPLANATORY NOTE

         By  this  registration  statement,  Chesapeake  Energy  Corporation  is
registering  an  additional  1,000,000  shares of its common  stock,  $.01 par
value,  to be  offered  under the  Chesapeake  Energy  Corporation  Savings  and
Incentive  Stock Bonus Plan.  Chesapeake has previously  filed two  registration
statements  relating to plan  interests  and 560,000  shares of its common stock
offered  pursuant to the plan (SEC File Nos.  333-07255 and  333-30324  filed on
January 28, 1996 and February 14, 2000, respectively). The contents of these two
prior   registration   statements  are   incorporated  by  reference  into  this
registration  statement  pursuant  to  General  Instruction  E of Form S-8.  The
consents  filed with this  registration  statement  are set forth in the Exhibit
Index.


                                       2
<PAGE>


                                   SIGNATURES

         THE REGISTRANT.  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 17,
2004.

                                             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 17, 2004.


             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


     /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/ FRANK KEATING                    Director
------------------------------------
    Frank Keating

    /S/ BREENE M. KERR*                  Director
------------------------------------
    Breene M. Kerr


    /S/ CHARLES T. MAXWELL               Director
------------------------------------
    Charles T. Maxwell

    /S/ SHANNON SELF*                    Director
------------------------------------
    Shannon Self

    /S/ FREDERICK B. WHITTEMORE*         Director
-------------------------------------
    Frederick B. Whittemore



*By:  /S/ AUBREY K. MCCLENDON
      ------------------------------
      Aubrey K. McClendon
        Attorney in Fact

                                       3
<PAGE>

         THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
the Plan Administrator 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 17, 2004.


                                         CHESAPEAKE ENERGY CORPORATION
                                         SAVINGS AND INCENTIVE STOCK BONUS PLAN

                                         By: CHESAPEAKE ENERGY CORPORATION

                                             By:  /S/ MARTHA A. BURGER
                                                  -----------------------------
                                                  Name:  Martha A. Burger
                                                  Title: Treasurer and
                                                  Senior Vice President -
                                                  Human Resources


                                       4
<PAGE>


                                  EXHIBIT INDEX


  Exhibit
  NUMBER                    DESCRIPTION
  ------                    -----------


   23.1     Consent of PricewaterhouseCoopers LLP

   23.2     Consent of Ryder Scott Company L.P.

   23.3     Consent of Lee Keeling and Associates, Inc.

   23.4     Consent of Netherland, Sewell & Associates, Inc.

   24.1     Power of Attorney


                                       5
[{"type": "S-8", "sequence": "1", "filename": "chk08152004.txt", "description": "CEC 401(K) PLAN _   ADDITIONAL SHARES", "secsgml_size_bytes": 8040}]
{"company-data": {"conformed-name": "CHESAPEAKE ENERGY CORP", "cik": "0000895126", "assigned-sic": "1311", "irs-number": "731395733", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118312", "film-number": "04982630"}, "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"}}
As filed with the Securities and Exchange Commission on August 17, 2004
                                                Registration No. 333-_______

                                  UNITED STATES
                       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 SAVINGS AND
                           INCENTIVE STOCK BONUS PLAN
                            (Full title of the plans)

                               AUBREY K. MCCLENDON
                            CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                          CHESAPEAKE ENERGY CORPORATION
                            6100 NORTH WESTERN AVENUE
                          OKLAHOMA CITY, OKLAHOMA 73118
                    (Name and address for agent for service)
                                 (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 Registered       to be           Maximum            Maximum           Registration Fee(2)
                               Registered(1)    Offering Price      Aggregate
                                                 Per Share(2)     Offering Price(2)
----------------------------- ---------------- -------------------------------------- --------------------
Common Stock, $.01 par         1,000,000           $14.23           $14,230,000              $1,803
value per share
============================= ================ ================= ==================== ====================
(1)    Pursuant  to Rule  416(c),  this  registration  statement  also covers an
       indeterminate  amount of interests to be offered or sold  pursuant to the
       plan named above.
(2)    Calculated  pursuant to paragraphs  (c) and (h) of Rule 457, based on 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, 2004.
EXPLANATORY NOTE

         By  this  registration  statement,  Chesapeake  Energy  Corporation  is
registering  an  additional  1,000,000  shares of its common  stock,  $.01 par
value,  to be  offered  under the  Chesapeake  Energy  Corporation  Savings  and
Incentive  Stock Bonus Plan.  Chesapeake has previously  filed two  registration
statements  relating to plan  interests  and 560,000  shares of its common stock
offered  pursuant to the plan (SEC File Nos.  333-07255 and  333-30324  filed on
January 28, 1996 and February 14, 2000, respectively). The contents of these two
prior   registration   statements  are   incorporated  by  reference  into  this
registration  statement  pursuant  to  General  Instruction  E of Form S-8.  The
consents  filed with this  registration  statement  are set forth in the Exhibit
Index.

                                       2
SIGNATURES

         THE REGISTRANT.  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 17,
2004.

                                             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 17, 2004.

             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

     /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/ FRANK KEATING                    Director
------------------------------------
    Frank Keating

    /S/ BREENE M. KERR*                  Director
------------------------------------
    Breene M. Kerr

    /S/ CHARLES T. MAXWELL               Director
------------------------------------
    Charles T. Maxwell

    /S/ SHANNON SELF*                    Director
------------------------------------
    Shannon Self

    /S/ FREDERICK B. WHITTEMORE*         Director
-------------------------------------
    Frederick B. Whittemore

*By:  /S/ AUBREY K. MCCLENDON
      ------------------------------
      Aubrey K. McClendon
        Attorney in Fact

                                       3
THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
the Plan Administrator 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 17, 2004.

                                         CHESAPEAKE ENERGY CORPORATION
                                         SAVINGS AND INCENTIVE STOCK BONUS PLAN

                                         By: CHESAPEAKE ENERGY CORPORATION

                                             By:  /S/ MARTHA A. BURGER
                                                  -----------------------------
                                                  Name:  Martha A. Burger
                                                  Title: Treasurer and
                                                  Senior Vice President -
                                                  Human Resources

                                       4
EXHIBIT INDEX

  Exhibit
  NUMBER                    DESCRIPTION
  ------                    -----------

   23.1     Consent of PricewaterhouseCoopers LLP

   23.2     Consent of Ryder Scott Company L.P.

   23.3     Consent of Lee Keeling and Associates, Inc.

   23.4     Consent of Netherland, Sewell & Associates, Inc.

   24.1     Power of Attorney

                                       5