As filed with the Securities and Exchange Commission on October
15, 1996

                   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 No.)

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

               CHESAPEAKE CORPORATION STOCK PURCHASE
                   PLAN FOR HOURLY EMPLOYEES OF
                    WISCONSIN TISSUE MILLS INC.
                     (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 and telephone number, including 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                    Maximum       Maximum    Amount
Securities      Amount      Offering      Aggregate   of
to be           to be       Price         Offering  Registration
Registered(1)  Registered   Per Share(2)  Price(2)   Fee

Common          300,000     $27.375        $8,212,500  $2,489
Stock, $1       shares
par value
per share


     (1)  Pursuant to Rule 416(c) under Securities Act of 1933,
this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee
benefit plan described herein.  In addition, 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 $27.375 per share, which was the average
of the high and low prices of the Common Stock on the New York
Stock Exchange on October 10, 1996, 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
("Chesapeake") with the Commission (file No. 1-3203) are
incorporated herein by reference and made a part hereof:  (i)
Chesapeake's Annual Report on Form 10-K for the year ended
December 31, 1995; (ii) Chesapeake's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1996, and June 30,
1996; and (iii) the description of Chesapeake's Common
Stock (the "Common Stock") contained in a registration statement
filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purpose of updating such description.


     All documents filed by Chesapeake or the Plan 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 required to be filed with the Securities and Exchange
Commission.

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

<PAGE>

interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was
unlawful.  Chesapeake'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,
Chesapeake carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the
Securities Act.  Chesapeake'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 Chesapeake shall be liable to Chesapeake
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 Chesapeake or brought by
or on behalf of stockholders of Chesapeake, 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 (filed as Exhibit 3.1 to
     Chesapeake's Annual Report on Form 10-K for the
     year ended December 31, 1989, and incorporated herein by
     reference).

4.2  Bylaws (filed as Exhibit 3.2 to Chesapeake's Annual Report
     on Form 10-K for the year ended December 31, 1991, and
     incorporated herein by reference).

4.3  Rights Agreement, dated as of March 15, 1988, between
     Chesapeake and Crestar Bank (filed as Exhibit 4.1 to
     Chesapeake'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 Chesapeake and Harris Trust and Savings Bank (filed
     as Exhibit 4.4 to Chesapeake's registration statement on
     Form S-8 (File No. 33-56473) and incorporated herein by
     reference).

4.5  Chesapeake Corporation Stock Purchase Plan for Hourly
     Employees of Wisconsin Tissue Mills Inc. (filed herewith).

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered (filed herewith).

23.1 Consent of Hunton & Williams (included in Exhibit 5).

23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith).

24   Powers of Attorney (included on signature page).

<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.

<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 Richmond, Commonwealth of Virginia, on this 15th day of
October, 1996.

                                 CHESAPEAKE CORPORATION
                                 (Registrant)
          

                                 By  /s/ J. Carter Fox           

                        
                                     J. Carter Fox
                                     President, Chief Executive
                                     Officer and Chairman
                                     of the Board of Directors


     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 15th day of October, 1996. 
Each person whose signature appears below hereby authorizes the
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 the 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                             Title

By  /s/ J. Carter Fox                                    
      J. Carter Fox
      Chairman of the Board of Directors,
      President & Chief Executive Officer

By  /s/ M. Katherine Dwyer                             
      M. Katherine Dwyer
      Director

By  /s/ Robert L. Hintz                                
      Robert L. Hintz
      Director

By  /s/ William D. McCoy                            
      William D. McCoy
      Director

By  /s/ C. Elis Olsson                                  
      C. Elis Olsson
      Director
 
By                                                          
      John W. Rosenblum
      Director


By                                                          
      Frank S. Royal
      Director


By  /s/ Wallace Stettinius                             
      Wallace Stettinius
      Director


By  /s/ John Hoyt Stookey                            
      John Hoyt Stookey
      Director


By  /s/ Richard G. Tilghman                           
      Richard G. Tilghman
      Director

By  /s/ Joseph P. Viviano                             
      Joseph P. Viviano
      Director

By  /s/ Harry H. Warner                             
      Harry H. Warner
      Director

By  /s/ Andrew J. Kohut                              
      Andrew J. Kohut
      Group Vice President - Specialty Packaging
      & Merchandising Services & Chief Financial
      Officer

By  /s/ Christopher R. Burgess                      
      Christopher R. Burgess
      Controller

<PAGE>

         EXHIBIT INDEX


                                                   Sequentially
     Exhibit No.           Description             Numbered Page


         4.1        Articles of Incorporation 
                    (filed as Exhibit 3.1 to 
                    Chesapeake's Annual Report
                    on Form 10-K for the year 
                    ended December 31, 1989,
                    and incorporated herein by
                    reference). 

         4.2        Bylaws (filed as Exhibit 3.2 
                    to Chesapeake's Annual Report 
                    on Form 10-K for the year 
                    ended December 31, 1991,
                    and incorporated herein 
                    by reference). 

         4.3        Rights Agreement, dated as of 
                    March 15, 1988, between 
                    Chesapeake and Crestar
                    Bank (filed as Exhibit 4.1 
                    to Chesapeake'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 Chesapeake and
                   Harris Trust and Savings 
                   Bank (filed as Exhibit 4.4 
                   to the Chesapeake's registration
                   statement on Form S-8 (File
                   No. 33-56473) and incorporated 
                   herein by reference).

         4.5       Chesapeake Corporation Stock 
                   Purchase Plan for Hourly 
                   Employees of Wisconsin
                   Tissue Mills Inc. (filed 
                   herewith).

          5        Opinion of Hunton & Williams 
                   as to the legality of the 
                   securities being registered
                   (filed herewith). 

        23.1       Consent of Hunton & Williams 
                   (included in Exhibit 5).

        23.2       Consent of Coopers & Lybrand L.L.P.
                   (filed herewith).

         24        Powers of Attorney 
                   (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17959}]
{"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": "333-14189", "film-number": "96643869"}, "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 October
15, 1996

                   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 No.)

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

               CHESAPEAKE CORPORATION STOCK PURCHASE
                   PLAN FOR HOURLY EMPLOYEES OF
                    WISCONSIN TISSUE MILLS INC.
                     (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 and telephone number, including 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                    Maximum       Maximum    Amount
Securities      Amount      Offering      Aggregate   of
to be           to be       Price         Offering  Registration
Registered(1)  Registered   Per Share(2)  Price(2)   Fee

Common          300,000     $27.375        $8,212,500  $2,489
Stock, $1       shares
par value
per share

     (1)  Pursuant to Rule 416(c) under Securities Act of 1933,
this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee
benefit plan described herein.  In addition, 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 $27.375 per share, which was the average
of the high and low prices of the Common Stock on the New York
Stock Exchange on October 10, 1996, 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
("Chesapeake") with the Commission (file No. 1-3203) are
incorporated herein by reference and made a part hereof:  (i)
Chesapeake's Annual Report on Form 10-K for the year ended
December 31, 1995; (ii) Chesapeake's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1996, and June 30,
1996; and (iii) the description of Chesapeake's Common
Stock (the "Common Stock") contained in a registration statement
filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purpose of updating such description.

     All documents filed by Chesapeake or the Plan 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 required to be filed with the Securities and Exchange
Commission.

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.  Chesapeake'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,
Chesapeake carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the
Securities Act.  Chesapeake'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 Chesapeake shall be liable to Chesapeake
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 Chesapeake or brought by
or on behalf of stockholders of Chesapeake, 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 (filed as Exhibit 3.1 to
     Chesapeake's Annual Report on Form 10-K for the
     year ended December 31, 1989, and incorporated herein by
     reference).

4.2  Bylaws (filed as Exhibit 3.2 to Chesapeake's Annual Report
     on Form 10-K for the year ended December 31, 1991, and
     incorporated herein by reference).

4.3  Rights Agreement, dated as of March 15, 1988, between
     Chesapeake and Crestar Bank (filed as Exhibit 4.1 to
     Chesapeake'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 Chesapeake and Harris Trust and Savings Bank (filed
     as Exhibit 4.4 to Chesapeake's registration statement on
     Form S-8 (File No. 33-56473) and incorporated herein by
     reference).

4.5  Chesapeake Corporation Stock Purchase Plan for Hourly
     Employees of Wisconsin Tissue Mills Inc. (filed herewith).

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered (filed herewith).

23.1 Consent of Hunton & Williams (included in Exhibit 5).

23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith).

24   Powers 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 15th day of
October, 1996.

                                 CHESAPEAKE CORPORATION
                                 (Registrant)
          

                                 By  /s/ J. Carter Fox           

                        
                                     J. Carter Fox
                                     President, Chief Executive
                                     Officer and Chairman
                                     of the Board of Directors

     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 15th day of October, 1996. 
Each person whose signature appears below hereby authorizes the
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 the 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                             Title

By  /s/ J. Carter Fox                                    
      J. Carter Fox
      Chairman of the Board of Directors,
      President & Chief Executive Officer

By  /s/ M. Katherine Dwyer                             
      M. Katherine Dwyer
      Director

By  /s/ Robert L. Hintz                                
      Robert L. Hintz
      Director

By  /s/ William D. McCoy                            
      William D. McCoy
      Director

By  /s/ C. Elis Olsson                                  
      C. Elis Olsson
      Director
 
By                                                          
      John W. Rosenblum
      Director

By                                                          
      Frank S. Royal
      Director

By  /s/ Wallace Stettinius                             
      Wallace Stettinius
      Director

By  /s/ John Hoyt Stookey                            
      John Hoyt Stookey
      Director

By  /s/ Richard G. Tilghman                           
      Richard G. Tilghman
      Director

By  /s/ Joseph P. Viviano                             
      Joseph P. Viviano
      Director

By  /s/ Harry H. Warner                             
      Harry H. Warner
      Director

By  /s/ Andrew J. Kohut                              
      Andrew J. Kohut
      Group Vice President - Specialty Packaging
      & Merchandising Services & Chief Financial
      Officer

By  /s/ Christopher R. Burgess                      
      Christopher R. Burgess
      Controller
EXHIBIT INDEX

                                                   Sequentially
     Exhibit No.           Description             Numbered Page

         4.1        Articles of Incorporation 
                    (filed as Exhibit 3.1 to 
                    Chesapeake's Annual Report
                    on Form 10-K for the year 
                    ended December 31, 1989,
                    and incorporated herein by
                    reference). 

         4.2        Bylaws (filed as Exhibit 3.2 
                    to Chesapeake's Annual Report 
                    on Form 10-K for the year 
                    ended December 31, 1991,
                    and incorporated herein 
                    by reference). 

         4.3        Rights Agreement, dated as of 
                    March 15, 1988, between 
                    Chesapeake and Crestar
                    Bank (filed as Exhibit 4.1 
                    to Chesapeake'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 Chesapeake and
                   Harris Trust and Savings 
                   Bank (filed as Exhibit 4.4 
                   to the Chesapeake's registration
                   statement on Form S-8 (File
                   No. 33-56473) and incorporated 
                   herein by reference).

         4.5       Chesapeake Corporation Stock 
                   Purchase Plan for Hourly 
                   Employees of Wisconsin
                   Tissue Mills Inc. (filed 
                   herewith).

          5        Opinion of Hunton & Williams 
                   as to the legality of the 
                   securities being registered
                   (filed herewith). 

        23.1       Consent of Hunton & Williams 
                   (included in Exhibit 5).

        23.2       Consent of Coopers & Lybrand L.L.P.
                   (filed herewith).

         24        Powers of Attorney 
                   (included on signature page).