As filed with the Securities and Exchange Commission on July 3,
1997.
                       Registration Statement No. 333- _____

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                      ____________________

                     CHESAPEAKE CORPORATION
     (Exact name of Registrant as specified in its Charter)

      Virginia                              54-0166880
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)       Identification Number)

                1021 East Cary Street, Box 2350
                 Richmond, Virginia  23218-2350
  (Address of principal executive office, including zip code)

                     CHESAPEAKE CORPORATION
                       1997 INCENTIVE PLAN
                    (Full title of the Plan)
                      ____________________


                     J. P. Causey Jr., Esq.
       Senior Vice President, Secretary & General Counsel
                     Chesapeake Corporation
                1021 East Cary Street, Box 2350
                 Richmond, Virginia  23218-2350
                         (804) 697-1000
(Name, address, including zip code, and telephone number includi
ng area code, of agent for service)

                        With copies to:

                    Hugh V. White, Jr., Esq.
                       Hunton & Williams
                      951 East Byrd Street
                 Richmond, Virginia  23219-4074
                         (804) 788-8200
                      ____________________

                CALCULATION OF REGISTRATION FEE
                            Proposed    Proposed        
   Title of     Amount to    maximum     maximum    Amount of
  securities       be       offering    aggregate  registration
    to be      registered     price     offering      fee
registered(1)                  per      price(2)
                            share(2)
Common Stock,                                           
$1.00 par       1,169,906    $33.66     $39,379,036  $11,933.04
value per        shares
share

(1)  Each share of Common Stock is accompanied by one Preferred
Share Purchase Right.
(2)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of $33.66 per share, which was the
average of the high and low prices of the Common Stock on the New
York Stock Exchange on July 1, 1997, as reported in the Wall
Street Journal.

<PAGE>

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.




                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Chesapeake Corporation (the
"Company") with the Commission (file No. 1-3203) are incorporated
herein by reference and made a part hereof:  (i) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996; (ii) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; (iii) the Company's Current Reports
on Form 8-K, dated April 2, 1997, and May 23, 1997; and (iv) the
description of the Company's Common Stock (the "Common Stock")
contained in a registration statement filed under the Securities
Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.

     All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
the Prospectus and 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 the Prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

          The Virginia Stock Corporation Act permits, and the
registrant's Bylaws require, indemnification of the registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act
of 1933, as amended (the "Securities Act").  Under Sections 13.1-
697 and 13.1-702 of the Virginia Stock Corporation Act, a
Virginia corporation generally is authorized to indemnify its
directors and officers in civil or criminal actions if they acted
in good faith and believed their conduct to be in the best
interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was
unlawful.  The Company's Bylaws require indemnification of
directors and officers with respect to certain liabilities,
expenses and other amounts imposed upon them by reason of having
been a director or officer, except in the case of willful
misconduct or a knowing violation of criminal law.  In addition,
the Company carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the
Securities Act.  The Company's Bylaws also provide that, to the
full extent the Virginia Stock Corporation Act (as it presently
exists or may hereafter be amended) permits the limitation or
elimination of the liability of directors and officers, no
director or officer of the Company shall be liable to the Company
or its shareholders for monetary damages with respect to any
transaction, occurrence or course of conduct.  Section 13.1-692.1
of the Virginia Stock Corporation Act presently permits the
elimination of liability of directors and officers in any
proceeding brought by or in the right of the Company or brought
by or on behalf of stockholders of the Company, except for
liability resulting from such person's having engaged in willful
misconduct or a knowing violation of the criminal law or any
federal or state securities law, including, without limitation,
any unlawful insider trading or manipulation of the market for
any security.  Sections 13.1-692.1 and 13.1-696 to -704 of the
Virginia Stock Corporation Act are hereby incorporated by
reference herein.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1  Articles of Incorporation of the Company (Incorporated
     herein by reference from Exhibit 3.1 of the Company's
     Annual Report on Form 10-K for the year ended December
     31, 1989).

4.2  Bylaws of the Company (Incorporated herein by reference
     from Exhibit 3.2 of the Company's Annual Report on Form
     10-K for the year ended December 31, 1996).

4.3  Rights Agreement, dated as of March 15, 1988, between
     the Company and Crestar Bank (filed as Exhibit 4.1 to
     the Company's Current Report on Form 8-K dated March
     15, 1988, and incorporated herein by reference).

4.4  Rights Agreement Amendment, dated as of August 24,
     1992, between the Company and Harris Trust and Savings
     Bank (filed as Exhibit 4.4 to the Company's
     Registration Statement on Form S-8, File No. 33-56473,
     and incorporated herein by reference).

4.5  Chesapeake Corporation 1997 Incentive Plan.

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered.

23.1 Consent of Hunton & Williams (included in the opinion
     filed as Exhibit 5 to the Registration Statement).

23.2 Consent of Coopers & Lybrand.

24   Power of Attorney (included on signature page)

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement;

                              (i)  To include any prospectus
                    required by Section 10(a)(3) of the
                    Securities Act;

                              (ii) To reflect in the prospectus
                    any facts or events arising after the
                    effective date of the 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 the registration
                    statement;

                              (iii)     To include any material
                    information with respect to the plan of
                    distribution not previously disclosed in the
                    registration statement or any material change
                    in such information in the 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 Exchange Act that are incorporated by reference in
the registration statement.

          2.   That, for the purpose of determining any liability
under the Securities Act, 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.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, 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 and will be governed by the final adjudication
of such issue.


                           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 Richmond, Commonwealth of Virginia, on this 10th day of
June, 1997.

                              CHESAPEAKE CORPORATION



                                  By /s/ J. Carter Fox
                                   J. Carter Fox
                                   Chairman of the Board of
                                   Directors, President & 
                                   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 on this 10th day of June, 1997.
Each person whose signature appears below hereby authorizes
either agent for service named in the registration statement to
execute in the name of each such person, and to file, any
amendment, including any post-effective amendment, to the
registration statement making such changes in the registration
statement as the Registrant deems appropriate, and appoints such
agent for service as attorney-in-fact to sign in his behalf
individually and in each capacity stated below and file all
amendments and post-effective amendments to the registration
statement.

     Signature and Title              Signature and Title
                                   
                                   
By:                                By:
/s/ J. Carter Fox                  /s/ Christopher R. Burgess
J. Carter Fox                      Christopher R. Burgess
Chairman of the Board              Controller
of Directors, President & Chief
Executive Officer
                                   
By:                                By:
/s/ M. Katherine Dwyer             /s/ Robert L. Hintz
M. Katherine Dwyer                 Robert L. Hintz
Director                           Director
                                   
By:                                By:
/s/ William D. McCoy               /s/ C. Elis Olsson
William D. McCoy                   C. Elis Olsson
Director                           Director
                                   
By:                                By:
/s/ John W. Rosenblum              /s/ Frank S. Royal
John W. Rosenblum                  Frank S. Royal
Director                           Director
                                   
By:                                By:
/s/ Wallace Stettinius             /s/ John Hoyt Stookey
Wallace Stettinius                 John Hoyt Stookey
Director                           Director
                                   
By:                                By:
/s/ Richard G. Tilghman            /s/ William T. Tolley
Richard G. Tilghman                William T. Tolley
Director                           Group Vice President -
                                   Finance & Chief Financial
                                   Officer
                                   
By:                                By:
/s/ Joseph P. Viviano              /s/ Harry H. Warner
Joseph P. Viviano                  Harry H. Warner
Director                           Director

                         EXHIBIT INDEX


                                                   Sequentially
    Exhibit No.             Description            Numbered Page
                                                  
        4.1           Amended and Restated        
                      Articles of Incorporation
                      of the Company
                      (incorporated herein by
                      reference from Exhibit
                      3.1 of the Company's
                      Annual Report on Form 10-
                      K for the year ended
                      December 31, 1989).
                                                  
        4.2           Bylaws of the Company       
                      (incorporated herein by
                      reference from Exhibit
                      3.2 of the Company's
                      Annual Report on Form 10-
                      K for the year ended
                      December 31, 1996).
                                                  
        4.3           Rights Agreement, dated     
                      as of March 15, 1988,
                      between the Company and
                      Crestar Bank (filed as
                      Exhibit 4.1 to the
                      Company's Current Report
                      on Form 8-K dated March
                      15, 1988, and
                      incorporated herein by
                      reference).
                                                  
        4.4           Rights Agreement            
                      Amendment, dated as of
                      August 24, 1992, between
                      the Company and Harris
                      Trust and Savings Bank
                      (filed as Exhibit 4.4 to
                      the Company's
                      Registration Statement on
                      Form S-8, File No. 33-
                      56473, and incorporated
                      herein by reference).
                                                  
        4.5           Chesapeake Corporation      
                      1997 Incentive Plan
                                                  
         5            Opinion of Hunton &         
                      Williams as to the
                      legality of the
                      securities being
                      registered.
                                                  
        23.1          Consent of Hunton &         
                      Williams (included in the
                      opinion filed as Exhibit
                      5 to the Registration
                      Statement).
                                                  
        23.2          Consent of Coopers &        
                      Lybrand.
                                                  
         24           Power of Attorney (included on 
                         signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18675}]
{"company-data": {"conformed-name": "CHESAPEAKE CORP /VA/", "cik": "0000019731", "assigned-sic": "2631", "irs-number": "540166880", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30763", "film-number": "97636332"}, "business-address": {"street1": "1021 E CARY ST", "street2": "PO BOX 2350", "city": "RICHMOND", "state": "VA", "zip": "23218-2350", "phone": "8046971000"}, "mail-address": {"street1": "P O BOX 2350", "street2": "1021 EAST CARY STREET", "city": "RICHMOND", "state": "VA", "zip": "23218"}, "former-company": {"former-conformed-name": "CHESAPEAKE CORP OF VIRGINIA", "date-changed": "19840509"}}
As filed with the Securities and Exchange Commission on July 3,
1997.
                       Registration Statement No. 333- _____

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                      ____________________

                     CHESAPEAKE CORPORATION
     (Exact name of Registrant as specified in its Charter)

      Virginia                              54-0166880
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)       Identification Number)

                1021 East Cary Street, Box 2350
                 Richmond, Virginia  23218-2350
  (Address of principal executive office, including zip code)

                     CHESAPEAKE CORPORATION
                       1997 INCENTIVE PLAN
                    (Full title of the Plan)
                      ____________________

                     J. P. Causey Jr., Esq.
       Senior Vice President, Secretary & General Counsel
                     Chesapeake Corporation
                1021 East Cary Street, Box 2350
                 Richmond, Virginia  23218-2350
                         (804) 697-1000
(Name, address, including zip code, and telephone number includi
ng area code, of agent for service)

                        With copies to:

                    Hugh V. White, Jr., Esq.
                       Hunton & Williams
                      951 East Byrd Street
                 Richmond, Virginia  23219-4074
                         (804) 788-8200
                      ____________________

                CALCULATION OF REGISTRATION FEE
                            Proposed    Proposed        
   Title of     Amount to    maximum     maximum    Amount of
  securities       be       offering    aggregate  registration
    to be      registered     price     offering      fee
registered(1)                  per      price(2)
                            share(2)
Common Stock,                                           
$1.00 par       1,169,906    $33.66     $39,379,036  $11,933.04
value per        shares
share

(1)  Each share of Common Stock is accompanied by one Preferred
Share Purchase Right.
(2)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of $33.66 per share, which was the
average of the high and low prices of the Common Stock on the New
York Stock Exchange on July 1, 1997, as reported in the Wall
Street Journal.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Chesapeake Corporation (the
"Company") with the Commission (file No. 1-3203) are incorporated
herein by reference and made a part hereof:  (i) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996; (ii) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; (iii) the Company's Current Reports
on Form 8-K, dated April 2, 1997, and May 23, 1997; and (iv) the
description of the Company's Common Stock (the "Common Stock")
contained in a registration statement filed under the Securities
Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.

     All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
the Prospectus and 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 the Prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

          The Virginia Stock Corporation Act permits, and the
registrant's Bylaws require, indemnification of the registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act
of 1933, as amended (the "Securities Act").  Under Sections 13.1-
697 and 13.1-702 of the Virginia Stock Corporation Act, a
Virginia corporation generally is authorized to indemnify its
directors and officers in civil or criminal actions if they acted
in good faith and believed their conduct to be in the best
interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was
unlawful.  The Company's Bylaws require indemnification of
directors and officers with respect to certain liabilities,
expenses and other amounts imposed upon them by reason of having
been a director or officer, except in the case of willful
misconduct or a knowing violation of criminal law.  In addition,
the Company carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the
Securities Act.  The Company's Bylaws also provide that, to the
full extent the Virginia Stock Corporation Act (as it presently
exists or may hereafter be amended) permits the limitation or
elimination of the liability of directors and officers, no
director or officer of the Company shall be liable to the Company
or its shareholders for monetary damages with respect to any
transaction, occurrence or course of conduct.  Section 13.1-692.1
of the Virginia Stock Corporation Act presently permits the
elimination of liability of directors and officers in any
proceeding brought by or in the right of the Company or brought
by or on behalf of stockholders of the Company, except for
liability resulting from such person's having engaged in willful
misconduct or a knowing violation of the criminal law or any
federal or state securities law, including, without limitation,
any unlawful insider trading or manipulation of the market for
any security.  Sections 13.1-692.1 and 13.1-696 to -704 of the
Virginia Stock Corporation Act are hereby incorporated by
reference herein.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1  Articles of Incorporation of the Company (Incorporated
     herein by reference from Exhibit 3.1 of the Company's
     Annual Report on Form 10-K for the year ended December
     31, 1989).

4.2  Bylaws of the Company (Incorporated herein by reference
     from Exhibit 3.2 of the Company's Annual Report on Form
     10-K for the year ended December 31, 1996).

4.3  Rights Agreement, dated as of March 15, 1988, between
     the Company and Crestar Bank (filed as Exhibit 4.1 to
     the Company's Current Report on Form 8-K dated March
     15, 1988, and incorporated herein by reference).

4.4  Rights Agreement Amendment, dated as of August 24,
     1992, between the Company and Harris Trust and Savings
     Bank (filed as Exhibit 4.4 to the Company's
     Registration Statement on Form S-8, File No. 33-56473,
     and incorporated herein by reference).

4.5  Chesapeake Corporation 1997 Incentive Plan.

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered.

23.1 Consent of Hunton & Williams (included in the opinion
     filed as Exhibit 5 to the Registration Statement).

23.2 Consent of Coopers & Lybrand.

24   Power of Attorney (included on signature page)

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement;

                              (i)  To include any prospectus
                    required by Section 10(a)(3) of the
                    Securities Act;

                              (ii) To reflect in the prospectus
                    any facts or events arising after the
                    effective date of the 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 the registration
                    statement;

                              (iii)     To include any material
                    information with respect to the plan of
                    distribution not previously disclosed in the
                    registration statement or any material change
                    in such information in the 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 Exchange Act that are incorporated by reference in
the registration statement.

          2.   That, for the purpose of determining any liability
under the Securities Act, 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.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, 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 and will be governed by the final adjudication
of such issue.

                           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 Richmond, Commonwealth of Virginia, on this 10th day of
June, 1997.

                              CHESAPEAKE CORPORATION

                                  By /s/ J. Carter Fox
                                   J. Carter Fox
                                   Chairman of the Board of
                                   Directors, President & 
                                   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 on this 10th day of June, 1997.
Each person whose signature appears below hereby authorizes
either agent for service named in the registration statement to
execute in the name of each such person, and to file, any
amendment, including any post-effective amendment, to the
registration statement making such changes in the registration
statement as the Registrant deems appropriate, and appoints such
agent for service as attorney-in-fact to sign in his behalf
individually and in each capacity stated below and file all
amendments and post-effective amendments to the registration
statement.

     Signature and Title              Signature and Title
                                   
                                   
By:                                By:
/s/ J. Carter Fox                  /s/ Christopher R. Burgess
J. Carter Fox                      Christopher R. Burgess
Chairman of the Board              Controller
of Directors, President & Chief
Executive Officer
                                   
By:                                By:
/s/ M. Katherine Dwyer             /s/ Robert L. Hintz
M. Katherine Dwyer                 Robert L. Hintz
Director                           Director
                                   
By:                                By:
/s/ William D. McCoy               /s/ C. Elis Olsson
William D. McCoy                   C. Elis Olsson
Director                           Director
                                   
By:                                By:
/s/ John W. Rosenblum              /s/ Frank S. Royal
John W. Rosenblum                  Frank S. Royal
Director                           Director
                                   
By:                                By:
/s/ Wallace Stettinius             /s/ John Hoyt Stookey
Wallace Stettinius                 John Hoyt Stookey
Director                           Director
                                   
By:                                By:
/s/ Richard G. Tilghman            /s/ William T. Tolley
Richard G. Tilghman                William T. Tolley
Director                           Group Vice President -
                                   Finance & Chief Financial
                                   Officer
                                   
By:                                By:
/s/ Joseph P. Viviano              /s/ Harry H. Warner
Joseph P. Viviano                  Harry H. Warner
Director                           Director

                         EXHIBIT INDEX

                                                   Sequentially
    Exhibit No.             Description            Numbered Page
                                                  
        4.1           Amended and Restated        
                      Articles of Incorporation
                      of the Company
                      (incorporated herein by
                      reference from Exhibit
                      3.1 of the Company's
                      Annual Report on Form 10-
                      K for the year ended
                      December 31, 1989).
                                                  
        4.2           Bylaws of the Company       
                      (incorporated herein by
                      reference from Exhibit
                      3.2 of the Company's
                      Annual Report on Form 10-
                      K for the year ended
                      December 31, 1996).
                                                  
        4.3           Rights Agreement, dated     
                      as of March 15, 1988,
                      between the Company and
                      Crestar Bank (filed as
                      Exhibit 4.1 to the
                      Company's Current Report
                      on Form 8-K dated March
                      15, 1988, and
                      incorporated herein by
                      reference).
                                                  
        4.4           Rights Agreement            
                      Amendment, dated as of
                      August 24, 1992, between
                      the Company and Harris
                      Trust and Savings Bank
                      (filed as Exhibit 4.4 to
                      the Company's
                      Registration Statement on
                      Form S-8, File No. 33-
                      56473, and incorporated
                      herein by reference).
                                                  
        4.5           Chesapeake Corporation      
                      1997 Incentive Plan
                                                  
         5            Opinion of Hunton &         
                      Williams as to the
                      legality of the
                      securities being
                      registered.
                                                  
        23.1          Consent of Hunton &         
                      Williams (included in the
                      opinion filed as Exhibit
                      5 to the Registration
                      Statement).
                                                  
        23.2          Consent of Coopers &        
                      Lybrand.
                                                  
         24           Power of Attorney (included on 
                         signature page).