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)

                           NOMAC DRILLING 401(K) 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            to be               Maximum                  Maximum           Registration Fee(2)
       Registered           Registered(1)        Offering Price             Aggregate
                                                  Per Share(2)          Offering Price(2)
-------------------------- ----------------- ----------------------- ------------------------ ----------------------
-------------------------- ----------------- ----------------------- ------------------------ ----------------------
<S>                           <C>                  <C>                      <C>                        <C>
Common Stock, $.01 par
value per share               250,000              $14.23                   $3,557,500                 $451
========================== ================= ======================= ======================== ======================
</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>




                                     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>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Chesapeake Energy  Corporation (the "Company")and the Nomac Drilling 401(k)
Plan  incorporate  by reference into this  Registration  Statement the following
documents filed with the Securities and Exchange Commission:

     (a)  The company's  annual report on Form 10-K for the year ended  December
          31, 2003;

     (b)  The company's  quarterly  reports on Form 10-Q for the quarters  ended
          March 31, 2004 and June 30, 2004;

     (c)  The company's  current reports on Form 8-K filed on January 9, 12 (two
          reports of the same date),  14, 16 and 29,  February 3, March 9 and 25
          (two  reports of the same date),  April 7, May 12, 18, 20 and 21, June
          2, 3, 10 and 22, and August 26, 27 (two reports of the same date),  29
          (two reports of the same date) and 30, 2004 (excluding any information
          filed  pursuant  to Item 9 or 12 on any such  current  report  on Form
          8-K);

     (d)  The  description  of our common stock,  contained in the  registration
          statement on Form 8-B, 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; and

     (e)  The Plan's Annual Report on Form 11-K for the year ended  December 31,
          2003.

        All  documents  filed by the company  and the Plan  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act (excluding any information filed
pursuant to Item 9 or 12 on any such current  report on Form 8-K) 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.




                                       3
<PAGE>

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  agreements  with  its  directors  and
officers,  may be  sufficiently  broad to indemnify such persons for liabilities
under  the  Securities  Act of 1933  (the  "Securities  Act"),  as  amended.  In
addition,  the company  maintains  insurance,  which  insures its  directors and
officers against certain liabilities.

     The Oklahoma General  Corporation Act provides for  indemnification of each
of  Chesapeake's   officers  and  directors  against  (a)  expenses,   including
attorneys' fees,  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred by them in connection  with any action,  suit or proceeding
brought  by reason of such  person  being or having  been a  director,  officer,
employee or agent of Chesapeake, or of any other corporation, partnership, joint
venture,  trust or other enterprise at the request of Chesapeake,  other than an
action by or in the right of Chesapeake. To be entitled to indemnification,  the
individual must have acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interest of Chesapeake,  and with respect to
any criminal action, the person seeking  indemnification had no reasonable cause
to believe that the conduct was unlawful and (b) expenses,  including attorneys'
fees,  actually  and  reasonably  incurred  in  connection  with the  defense or
settlement  of any  action or suit by or in the right of  Chesapeake  brought by
reason of the person  seeking  indemnification  being or having been a director,
officer, employee or agent of Chesapeake, or any other corporation, partnership,
joint venture, trust or other enterprise at the request of Chesapeake,  provided
the  actions  were in good faith and were  reasonably  believed  to be in or not
opposed to the best interest of Chesapeake, except that no indemnification shall
be made in  respect  of any  claim,  issue or matter as to which the  individual
shall have been  adjudged  liable to  Chesapeake,  unless and only to the extent
that the court in which such action was decided has  determined  that the person
is fairly and reasonably entitled to indemnity for such expenses which the court
deems proper. Article VIII of Chesapeake's Certificate of Incorporation provides
for indemnification of Chesapeake's directors and officers. The Oklahoma General
Corporation  Act also permits  Chesapeake to purchase and maintain  insurance on
behalf of Chesapeake's  directors and officers against any liability arising out
of their  status as such,  whether  or not  Chesapeake  would  have the power to
indemnify them against such  liability.  These  provisions  may be  sufficiently
broad to indemnify  such persons for  liabilities  arising under the  Securities
Act.

         Chesapeake  has  entered  into  indemnity  agreements  with each of its
directors and executive  officers.  Under each indemnity  agreement,  Chesapeake
will pay on behalf of the indemnitee  any amount which he is or becomes  legally
obligated to pay because of (a) any claim or claims from time to time threatened
or made  against him by any person  because of any act or omission or neglect or
breach  of duty,  including  any  actual or  alleged  error or  misstatement  or
misleading  statement,  which he commits or suffers while acting in his capacity
as a director and/or officer of Chesapeake or an affiliate or (b) being a party,
or  being  threatened  to be  made  a  party,  to  any  threatened,  pending  or
contemplated action, suit or proceeding, whether civil, criminal, administrative
or investigative,  by reason of the fact that he is or was an officer, director,
employee  or agent of  Chesapeake  or an  affiliate  or is or was serving at the
request of  Chesapeake  as a  director,  officer,  employee  or agent of another
corporation, partnership, joint venture, trust or other enterprise. The payments
which Chesapeake would be obligated to make under an  indemnification  agreement
could include damages,  charges,  judgments,  fines, penalties,  settlements and
costs, cost of investigation and cost of defense of legal, equitable or criminal
actions,  claims or proceedings and appeals therefrom,  and costs of attachment,
supersedeas,  bail,  surety or other bonds.  Chesapeake also provides  liability
insurance for each of its directors and executive officers.

                                       4
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

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

4.1                      Certificate  of  Incorporation   of  the  company,   as
                         amended.  Incorporated  herein by  reference to Exhibit
                         3.1 to the company's  quarterly report on Form 10-Q for
                         the quarter ended June 30, 2004.

4.2                      Amended   and   Restated   Bylaws   of   the   company.
                         Incorporated  herein by reference to Exhibit 3.2 to the
                         company's annual report on Form 10-K for the year ended
                         December 31, 2003.

5.0                      Internal Revenue Service determination letter

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 and Associates, Inc.

24.1                     Power of Attorney.

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>

         (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>
                                   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
         Aubrey K. McClendon             Director
                                         (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

         THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
the plan  administrator of the Plan has duly caused this Registration  Statement
to be signed on the Plan's behalf by the undersigned, thereunto duly authorized,
in the City of Oklahoma City, State of Oklahoma on August 17, 2004.


                           NOMAC DRILLING 401(K) PLAN


                           By:  NOMAC DRILLING CORPORATION,
                               Plan Administrator


                           By:  /S/ MARTHA A. BURGER
                               ---------------------------------------------
                               Martha A. Burger
                               Treasurer and Vice President

                                       7
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

       Exhibit
       Number                               Description
       ------                               -----------

     <S>                                    <C>
     4.1                                    Certificate of  Incorporation of the
                                            company,  as  amended.  Incorporated
                                            herein by  reference  to Exhibit 3.1
                                            to the company's quarterly report on
                                            Form 10-Q for the quarter ended June
                                            30, 2004.

      4.2                                   Amended and Restated Bylaws of the company.  Incorporated herein by
                                            reference to Exhibit 3.2 to the company's annual report on Form 10-K
                                            for the year ended December 31, 2003.

      5.0                                   Internal Revenue Service determination letter

      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
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "filename": "chk081504nomac.txt", "description": "NOMAC 401(K) PLAN", "secsgml_size_bytes": 22435}]
{"company-data": {"conformed-name": "NOMAC DRILLING CORP", "cik": "0001141205", "irs-number": "731606317", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118325", "film-number": "04983525"}, "business-address": {"street1": "6100 N WESTERN AVENUE", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73118", "phone": "4058488000"}, "mail-address": {"street1": "6100 N WESTERN AVENUE", "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)

                           NOMAC DRILLING 401(K) 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            to be               Maximum                  Maximum           Registration Fee(2)
       Registered           Registered(1)        Offering Price             Aggregate
                                                  Per Share(2)          Offering Price(2)
-------------------------- ----------------- ----------------------- ------------------------ ----------------------
-------------------------- ----------------- ----------------------- ------------------------ ----------------------
Common Stock, $.01 par
value per share               250,000              $14.23                   $3,557,500                 $451
========================== ================= ======================= ======================== ======================
(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.
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
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Chesapeake Energy  Corporation (the "Company")and the Nomac Drilling 401(k)
Plan  incorporate  by reference into this  Registration  Statement the following
documents filed with the Securities and Exchange Commission:

     (a)  The company's  annual report on Form 10-K for the year ended  December
          31, 2003;

     (b)  The company's  quarterly  reports on Form 10-Q for the quarters  ended
          March 31, 2004 and June 30, 2004;

     (c)  The company's  current reports on Form 8-K filed on January 9, 12 (two
          reports of the same date),  14, 16 and 29,  February 3, March 9 and 25
          (two  reports of the same date),  April 7, May 12, 18, 20 and 21, June
          2, 3, 10 and 22, and August 26, 27 (two reports of the same date),  29
          (two reports of the same date) and 30, 2004 (excluding any information
          filed  pursuant  to Item 9 or 12 on any such  current  report  on Form
          8-K);

     (d)  The  description  of our common stock,  contained in the  registration
          statement on Form 8-B, 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; and

     (e)  The Plan's Annual Report on Form 11-K for the year ended  December 31,
          2003.

        All  documents  filed by the company  and the Plan  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act (excluding any information filed
pursuant to Item 9 or 12 on any such current  report on Form 8-K) 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.

                                       3
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  agreements  with  its  directors  and
officers,  may be  sufficiently  broad to indemnify such persons for liabilities
under  the  Securities  Act of 1933  (the  "Securities  Act"),  as  amended.  In
addition,  the company  maintains  insurance,  which  insures its  directors and
officers against certain liabilities.

     The Oklahoma General  Corporation Act provides for  indemnification of each
of  Chesapeake's   officers  and  directors  against  (a)  expenses,   including
attorneys' fees,  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred by them in connection  with any action,  suit or proceeding
brought  by reason of such  person  being or having  been a  director,  officer,
employee or agent of Chesapeake, or of any other corporation, partnership, joint
venture,  trust or other enterprise at the request of Chesapeake,  other than an
action by or in the right of Chesapeake. To be entitled to indemnification,  the
individual must have acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interest of Chesapeake,  and with respect to
any criminal action, the person seeking  indemnification had no reasonable cause
to believe that the conduct was unlawful and (b) expenses,  including attorneys'
fees,  actually  and  reasonably  incurred  in  connection  with the  defense or
settlement  of any  action or suit by or in the right of  Chesapeake  brought by
reason of the person  seeking  indemnification  being or having been a director,
officer, employee or agent of Chesapeake, or any other corporation, partnership,
joint venture, trust or other enterprise at the request of Chesapeake,  provided
the  actions  were in good faith and were  reasonably  believed  to be in or not
opposed to the best interest of Chesapeake, except that no indemnification shall
be made in  respect  of any  claim,  issue or matter as to which the  individual
shall have been  adjudged  liable to  Chesapeake,  unless and only to the extent
that the court in which such action was decided has  determined  that the person
is fairly and reasonably entitled to indemnity for such expenses which the court
deems proper. Article VIII of Chesapeake's Certificate of Incorporation provides
for indemnification of Chesapeake's directors and officers. The Oklahoma General
Corporation  Act also permits  Chesapeake to purchase and maintain  insurance on
behalf of Chesapeake's  directors and officers against any liability arising out
of their  status as such,  whether  or not  Chesapeake  would  have the power to
indemnify them against such  liability.  These  provisions  may be  sufficiently
broad to indemnify  such persons for  liabilities  arising under the  Securities
Act.

         Chesapeake  has  entered  into  indemnity  agreements  with each of its
directors and executive  officers.  Under each indemnity  agreement,  Chesapeake
will pay on behalf of the indemnitee  any amount which he is or becomes  legally
obligated to pay because of (a) any claim or claims from time to time threatened
or made  against him by any person  because of any act or omission or neglect or
breach  of duty,  including  any  actual or  alleged  error or  misstatement  or
misleading  statement,  which he commits or suffers while acting in his capacity
as a director and/or officer of Chesapeake or an affiliate or (b) being a party,
or  being  threatened  to be  made  a  party,  to  any  threatened,  pending  or
contemplated action, suit or proceeding, whether civil, criminal, administrative
or investigative,  by reason of the fact that he is or was an officer, director,
employee  or agent of  Chesapeake  or an  affiliate  or is or was serving at the
request of  Chesapeake  as a  director,  officer,  employee  or agent of another
corporation, partnership, joint venture, trust or other enterprise. The payments
which Chesapeake would be obligated to make under an  indemnification  agreement
could include damages,  charges,  judgments,  fines, penalties,  settlements and
costs, cost of investigation and cost of defense of legal, equitable or criminal
actions,  claims or proceedings and appeals therefrom,  and costs of attachment,
supersedeas,  bail,  surety or other bonds.  Chesapeake also provides  liability
insurance for each of its directors and executive officers.

                                       4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

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

4.1                      Certificate  of  Incorporation   of  the  company,   as
                         amended.  Incorporated  herein by  reference to Exhibit
                         3.1 to the company's  quarterly report on Form 10-Q for
                         the quarter ended June 30, 2004.

4.2                      Amended   and   Restated   Bylaws   of   the   company.
                         Incorporated  herein by reference to Exhibit 3.2 to the
                         company's annual report on Form 10-K for the year ended
                         December 31, 2003.

5.0                      Internal Revenue Service determination letter

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 and Associates, Inc.

24.1                     Power of Attorney.

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
(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
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
         Aubrey K. McClendon             Director
                                         (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

         THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
the plan  administrator of the Plan has duly caused this Registration  Statement
to be signed on the Plan's behalf by the undersigned, thereunto duly authorized,
in the City of Oklahoma City, State of Oklahoma on August 17, 2004.

                           NOMAC DRILLING 401(K) PLAN

                           By:  NOMAC DRILLING CORPORATION,
                               Plan Administrator

                           By:  /S/ MARTHA A. BURGER
                               ---------------------------------------------
                               Martha A. Burger
                               Treasurer and Vice President

                                       7
EXHIBIT INDEX
Exhibit
       Number                               Description
       ------                               -----------
4.1                                    Certificate of  Incorporation of the
                                            company,  as  amended.  Incorporated
                                            herein by  reference  to Exhibit 3.1
                                            to the company's quarterly report on
                                            Form 10-Q for the quarter ended June
                                            30, 2004.

      4.2                                   Amended and Restated Bylaws of the company.  Incorporated herein by
                                            reference to Exhibit 3.2 to the company's annual report on Form 10-K
                                            for the year ended December 31, 2003.

      5.0                                   Internal Revenue Service determination letter

      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
8