Reg. No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                _________________


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ________________


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

                                ________________


             Delaware                                  51-0064146
------------------------------                    -------------------
(State or other jursdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification No.)


                909 SILVER LAKE BOULEVARD, DOVER, DELAWARE 19904
          ------------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

                                ________________


                        CHESAPEAKE UTILITIES CORPORATION
                           PERFORMANCE INCENTIVE PLAN
                        --------------------------------
                            (Full title of the plan)

                                ________________



                                                     Copies to:
           MICHAEL P. MCMASTERS               D. MICHAEL LEFEVER, ESQ.
      VICE PRESIDENT, TREASURER AND CFO        COVINGTON & BURLING
      CHESAPEAKE UTILITIES CORPORATION      1201 PENNSYLVANIA AVENUE, N.W.
         909 SILVER LAKE BOULEVARD                  P.O. BOX 7566
           DOVER, DELAWARE 19904              WASHINGTON, D.C. 20004-7566
               (302) 734-6799                       (202) 662-5276
    -------------------------------------
    (Name,  address,  including  zip code,
    and  telephone  number, including area
          code, of agent for service)

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================================================================
                     Proposed          Proposed
Title of             Maximum           Maximum
Securities           Amount            Offering       Aggregate   Amount of
to be                to be             Price          Offering    Registration
Registered           Registered (1)    Per Unit (2)   Price       Fee
--------------------------------------------------------------------------------
<S>                <C>               <C>             <C>         <C>
Common Stock,          200,000         $ 18.59375     $3,718,750     $   981.75
par value $0.4867
per share
================================================================================
</TABLE>

(1)     Pursuant  to  Rule 416 under the Securities Act of 1933, as amended (the
        "1933  Act"), the  number of  shares of Common Stock registered includes
        such  additional  number of shares  of  Common Stock  as are required to
        prevent  dilution arising  from stock splits, stock dividends or similar
        transactions affecting the Common  Stock.

(2)     Estimated  solely  for  the  purpose of calculating the registration fee
        pursuant  to Rule 457(h) under the  1933 Act based on the average of the
        high  and low  sale  prices as  reported  in the  consolidated reporting
        system on January 4, 2000.

NOTE:   The  documents comprising  the Prospectus  for the offer and sale of the
        shares  of  Common  Stock  have  been  omitted  in  accordance  with the
        instructions to Form  S-8.

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Statement  Pursuant  to  Instruction  E  to  Form  S-8
------------------------------------------------------

This  Registration  Statement registers additional securities issuable under the
Chesapeake  Utilities  Corporation  Performance  Incentive  Plan (the "Incentive
Plan")  of  the  same class for which a registration statement filed on Form S-8
relating  to  the Incentive Plan is effective (File No. 33-301175). The contents
of  that registration statement are hereby incorporated by reference in response
to  Items  4  through  7  and  9.

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents,  heretofore filed by Chesapeake Utilities Corporation
(the  "Registrant")  with  the  Securities  and  Exchange Commission (the "SEC")
pursuant  to  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
Act"),  are  incorporated by reference in this Registration Statement, except as
superseded  or  modified  as  described  herein:

(a)     The  Registrant's Annual Report on Form 10-K for the year ended December
        31,  1998;
(b)     The  Registrant's  Current  Report  on  Form  8-K dated August 24, 1999;
(c)     The  Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
        March  31,  1999,  June  30,  1999  and  September  30,  1999;  and
(d)     The  description  of  Common  Stock  contained  in  the  Registrant's
        registration  statement  filed  under Section 12(b) of the Exchange Act,
        including any  amendments  or  reports filed for the purpose of updating
        such description.

All  documents  subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  that  indicates  that  all  securities offered have been sold or that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference in this Registration Statement and to be part hereof
from  the  date  of  filing  of  such  documents. Any statement contained in any
incorporated  document shall be deemed to be modified or superseded for purposes
of  this  Registration Statement to the extent that a statement contained in any
other  incorporated  document  subsequently  filed  (or  in  this  Registration
Statement,  with  respect  to an incorporated document filed prior to the filing
hereof),  modifies  or supersedes such statement. Any such statement so modified
or  superseded  shall  not  be  deemed,  except as so modified or superseded, to
constitute  a  part  of  this  Registration  Statement.

ITEM  8.     EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number     Description                                Reference
--------------------------------------------------------------------------------------------
<C>       <S>                                        <C>
   5       Opinion of Covington & Burling             Filed herewith
   23.1    Consent of Covington & Burling             Incorporated by reference to Exhibit 5
   23.2    Consent of PricewaterhouseCoopers, LLP     Filed herewith
</TABLE>


<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  of the Securities Act, 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  Dover,  State  of  Delaware,  on  January  6,  2000.

Chesapeake  Utilities  Corporation


By:     /s/  John  R.  Schimkaitis
        --------------------------
        President  and  Chief  Executive  Officer


Pursuant  to the requirements of the Securities Act, this Registration Statement
has  been  signed  by  the  following  persons  in  the  capacities  indicated.


/s/  Ralph J. Adkins            Chairman  and  Director            July 16, 1999
----------------------
Ralph  J.  Adkins


/s/  John R. Schimkaitis        President,  Chief  Executive       July 16, 1999
--------------------------      Officer  and  Director
John  R.  Schimkaitis


/s/  Michael P. McMasters       Vice President, Chief Financial    July 16, 1999
--------------------------      Officer  and  Treasurer
Michael  P.  McMasters          (Principal Financial  Officer
                                and  Principal Accounting  Officer)


/s/  Richard Bernstein          Director                           July 16, 1999
-----------------------
Richard  Bernstein


/s/  Walter J. Coleman          Director                           July 16, 1999
------------------------
Walter  J.  Coleman


/s/  John W. Jardine, Jr.       Director                           July 16, 1999
----------------------------
John  W.  Jardine,  Jr.


/s/  Rudolph M. Peins, Jr.      Director                           July 16, 1999
-----------------------------
Rudolph  M.  Peins,  Jr.


/s/  Robert F. Rider            Director                           July 16, 1999
----------------------
Robert  F.  Rider


/s/  Jeremiah P. Shea           Director                           July 16, 1999
-----------------------
Jeremiah  P.  Shea


/s/  William G. Warden, III     Director                           July 16, 1999
------------------------------
William  G.  Warden,  III
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9377}]
{"company-data": {"conformed-name": "CHESAPEAKE UTILITIES CORP", "cik": "0000019745", "assigned-sic": "4923", "irs-number": "510064146", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94159", "film-number": "502404"}, "business-address": {"street1": "909 SILVER LAKE BLVD", "street2": "PO BOX 615", "city": "DOVER", "state": "DE", "zip": "19904", "phone": "3027346799"}, "mail-address": {"street1": "909 SILVER LAKE BLVD", "city": "DOVER", "state": "DE", "zip": "19904"}}
Reg. No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                _________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ________________

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

                                ________________

             Delaware                                  51-0064146
------------------------------                    -------------------
(State or other jursdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification No.)

                909 SILVER LAKE BOULEVARD, DOVER, DELAWARE 19904
          ------------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

                                ________________

                        CHESAPEAKE UTILITIES CORPORATION
                           PERFORMANCE INCENTIVE PLAN
                        --------------------------------
                            (Full title of the plan)

                                ________________

                                                     Copies to:
           MICHAEL P. MCMASTERS               D. MICHAEL LEFEVER, ESQ.
      VICE PRESIDENT, TREASURER AND CFO        COVINGTON & BURLING
      CHESAPEAKE UTILITIES CORPORATION      1201 PENNSYLVANIA AVENUE, N.W.
         909 SILVER LAKE BOULEVARD                  P.O. BOX 7566
           DOVER, DELAWARE 19904              WASHINGTON, D.C. 20004-7566
               (302) 734-6799                       (202) 662-5276
    -------------------------------------
    (Name,  address,  including  zip code,
    and  telephone  number, including area
          code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
                     Proposed          Proposed
Title of             Maximum           Maximum
Securities           Amount            Offering       Aggregate   Amount of
to be                to be             Price          Offering    Registration
Registered           Registered (1)    Per Unit (2)   Price       Fee
--------------------------------------------------------------------------------
Common Stock,          200,000         $ 18.59375     $3,718,750     $   981.75
par value $0.4867
per share
================================================================================
(1)     Pursuant  to  Rule 416 under the Securities Act of 1933, as amended (the
        "1933  Act"), the  number of  shares of Common Stock registered includes
        such  additional  number of shares  of  Common Stock  as are required to
        prevent  dilution arising  from stock splits, stock dividends or similar
        transactions affecting the Common  Stock.

(2)     Estimated  solely  for  the  purpose of calculating the registration fee
        pursuant  to Rule 457(h) under the  1933 Act based on the average of the
        high  and low  sale  prices as  reported  in the  consolidated reporting
        system on January 4, 2000.

NOTE:   The  documents comprising  the Prospectus  for the offer and sale of the
        shares  of  Common  Stock  have  been  omitted  in  accordance  with the
        instructions to Form  S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Statement  Pursuant  to  Instruction  E  to  Form  S-8
------------------------------------------------------

This  Registration  Statement registers additional securities issuable under the
Chesapeake  Utilities  Corporation  Performance  Incentive  Plan (the "Incentive
Plan")  of  the  same class for which a registration statement filed on Form S-8
relating  to  the Incentive Plan is effective (File No. 33-301175). The contents
of  that registration statement are hereby incorporated by reference in response
to  Items  4  through  7  and  9.

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents,  heretofore filed by Chesapeake Utilities Corporation
(the  "Registrant")  with  the  Securities  and  Exchange Commission (the "SEC")
pursuant  to  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
Act"),  are  incorporated by reference in this Registration Statement, except as
superseded  or  modified  as  described  herein:

(a)     The  Registrant's Annual Report on Form 10-K for the year ended December
        31,  1998;
(b)     The  Registrant's  Current  Report  on  Form  8-K dated August 24, 1999;
(c)     The  Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
        March  31,  1999,  June  30,  1999  and  September  30,  1999;  and
(d)     The  description  of  Common  Stock  contained  in  the  Registrant's
        registration  statement  filed  under Section 12(b) of the Exchange Act,
        including any  amendments  or  reports filed for the purpose of updating
        such description.

All  documents  subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  that  indicates  that  all  securities offered have been sold or that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference in this Registration Statement and to be part hereof
from  the  date  of  filing  of  such  documents. Any statement contained in any
incorporated  document shall be deemed to be modified or superseded for purposes
of  this  Registration Statement to the extent that a statement contained in any
other  incorporated  document  subsequently  filed  (or  in  this  Registration
Statement,  with  respect  to an incorporated document filed prior to the filing
hereof),  modifies  or supersedes such statement. Any such statement so modified
or  superseded  shall  not  be  deemed,  except as so modified or superseded, to
constitute  a  part  of  this  Registration  Statement.

ITEM  8.     EXHIBITS
Exhibit
Number     Description                                Reference
--------------------------------------------------------------------------------------------
5       Opinion of Covington & Burling             Filed herewith
   23.1    Consent of Covington & Burling             Incorporated by reference to Exhibit 5
   23.2    Consent of PricewaterhouseCoopers, LLP     Filed herewith
SIGNATURES

Pursuant  to  the  requirements  of the Securities Act, 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  Dover,  State  of  Delaware,  on  January  6,  2000.

Chesapeake  Utilities  Corporation

By:     /s/  John  R.  Schimkaitis
        --------------------------
        President  and  Chief  Executive  Officer

Pursuant  to the requirements of the Securities Act, this Registration Statement
has  been  signed  by  the  following  persons  in  the  capacities  indicated.

/s/  Ralph J. Adkins            Chairman  and  Director            July 16, 1999
----------------------
Ralph  J.  Adkins

/s/  John R. Schimkaitis        President,  Chief  Executive       July 16, 1999
--------------------------      Officer  and  Director
John  R.  Schimkaitis

/s/  Michael P. McMasters       Vice President, Chief Financial    July 16, 1999
--------------------------      Officer  and  Treasurer
Michael  P.  McMasters          (Principal Financial  Officer
                                and  Principal Accounting  Officer)

/s/  Richard Bernstein          Director                           July 16, 1999
-----------------------
Richard  Bernstein

/s/  Walter J. Coleman          Director                           July 16, 1999
------------------------
Walter  J.  Coleman

/s/  John W. Jardine, Jr.       Director                           July 16, 1999
----------------------------
John  W.  Jardine,  Jr.

/s/  Rudolph M. Peins, Jr.      Director                           July 16, 1999
-----------------------------
Rudolph  M.  Peins,  Jr.

/s/  Robert F. Rider            Director                           July 16, 1999
----------------------
Robert  F.  Rider

/s/  Jeremiah P. Shea           Director                           July 16, 1999
-----------------------
Jeremiah  P.  Shea

/s/  William G. Warden, III     Director                           July 16, 1999
------------------------------
William  G.  Warden,  III