As filed with the Securities and Exchange Commission on May 20, 1997

                                       Registration No. 333-_____

                             FORM S-8

      Registration Statement under the Securities Act of 1933
              
                  --------------------------------


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

             Oklahoma                           73-1395733
  (State or other jurisdiction                (I.R.S. Employer
of incorporation or organization)            Identification No.)

     6100 North Western Avenue
      Oklahoma City, Oklahoma                     73118
(Address of Principal Executive Offices)         (Zip Code)
                  
                   ---------------------------------

                   CHESAPEAKE ENERGY CORPORATION
                      1996 STOCK OPTION PLAN
                     (Full title of the plan)

     Aubrey K. McClendon                        Copies to:
     Chairman of the Board and
      Chief Executive Officer             W. Chris Coleman, Esq.
   Chesapeake Energy Corporation               McAfee & Taft
     6100 North Western Avenue          A Professional Corporation
   Oklahoma City, Oklahoma 73118                Tenth Floor
    (Name and address of agent             Two Leadership Square
           for service)                Oklahoma City, Oklahoma 73102

                           405/848-8000
   (Telephone number, including area code, of agent for service)

                  --------------------------------
                   Calculation of Registration Fee
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                           Proposed maximum   Proposed maximum
Title of        Amount         offering           aggregate     Amount of
securities to   to be         price per           offering     registration
be registered  registered       unit                price          fee
-------------------------------------------------------------------------------
<S>            <C>         <C>                <C>              <C>

Common Stock,  6,000,000      $15.75**          $94,500,000**       $28,636**
$.01 par       shares*
value
-------------------------------------------------------------------------------
</TABLE>

*    Such  indeterminable,  additional  amount of common stock, par value $.01
     per share, is hereby registered as may be required by reason of the anti-
     dilution  provisions  of the Chesapeake  Energy  Corporation  1996  Stock
     Option Plan.

**   Calculated pursuant to  Rule  457(h) of the Securities Act of 1933, based
     on  the  average  of  the  high  and  low  prices  of  Chesapeake  Energy
     Corporation common stock as reported  on  the  New York Stock Exchange on
     May 16, 1997.
<PAGE>

                              PART II

          INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Chesapeake  Energy  Corporation  (the "Registrant")  incorporates
herein by reference the following documents  filed  with the Securities and
Exchange Commission:

          (a)  The Registrant's Annual Report on Form  10-K  for the fiscal
year ended June 30, 1996 filed with the Commission on September  30,  1996,
and as amended on October 28, 1996;

          (b)  The Registrant's Prospectus filed as part of the Registrant's
Registration Statement on Form S-4 (Registration No. 333-24995) as filed
with the Commission on April 11, 1997;

          (c)  All  other  reports  filed  by  the  Registrant  pursuant to
Section  13(a)  or  15(d)  of  the  Securities  Exchange  Act  of 1934 (the
"Exchange  Act")  since  the  end of the fiscal year covered by the  annual
report referred to in (a) above; and

          (d)  The description  of  the Registrant's common stock contained
in its Registration Statement on Form  8-B  declared  effective on December
12, 1996.

          All  documents  hereafter  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 which indicates that all of the shares
of the Registrant's  common  stock  covered  by this Registration Statement
have been sold or which deregisters all such shares  then remaining unsold,
shall be deemed to be incorporated herein by reference  and  to  be  a part
hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 1031 of the Oklahoma General Corporation Act, under which
the Registrant is incorporated, authorizes the indemnification of directors
and  officers under certain circumstances.  Article VIII of the Certificate
of Incorporation  and  Article  VI  of  the  Bylaws  of the Registrant also
provide  for  indemnification  of  directors  and  officers  under  certain
circumstances.    These   provisions,   together   with  the   Registrant's
indemnification obligations under individual indemnity  agreements with its
directors and officers, may be sufficiently broad to indemnify such persons
for  liabilities  under  the  Securities  Act  of  1933.  In addition,  the
Registrant  maintains  insurance which insures its directors  and  officers
against certain liabilities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

 4.1      Certificate of  Incorporation  of  the  Registrant.  Incorporated
          herein  by reference to Exhibit 3.1 to Registrant's  Registration
          Statement on Form 8-B declared effective on December 12, 1996.

 4.2      Bylaws of  the  Registrant.   Incorporated herein by reference to
          Exhibit 3.2 to Registrant's Registration  Statement  on  Form 8-B
          declared effective on December 12, 1996.

5         Opinion of McAfee & Taft A Professional Corporation

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of Price Waterhouse LLP

23.3      Consent of McAfee & Taft A Professional Corporation 
          (included in Exhibit 5)
       
99        Chesapeake Energy Corporation 1996 Stock Option Plan.

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (1)  To  file,  during  any  period  in which offers or sales are
being made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required  by Section 10(a)(3)
of the Securities Act of 1933;

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

          Provided, however, that paragraphs  (1)(i)  and  (1)(ii)  do  not
apply  if  the  information  required  to  be  included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant  pursuant  to  Section  13 or Section 15(d)  of  the  Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

          (2)  That, for the purposes  of  determining  any liability under
the  Securities  Act of 1933, each such post-effective amendment  shall  be
deemed  to be a new  registration  statement  relating  to  the  securities
offered therein,  and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (3)  To remove  from  registration  by  means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          The undersigned Registrant hereby undertakes  that,  for purposes
of determining any liability under the Securities Act of 1933, each  filing
of  the  Registrant's  annual  report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of  1934  (and, where applicable, each
filing  of  an employee benefit plan's annual report  pursuant  to  Section
15(d) of the  Securities  Exchange  Act  of  1934)  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.

          Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act  of  1933 may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant  has  been  advised that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the 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 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 Act and will be governed by the
final adjudication of such issue.

<PAGE>

                            SIGNATURES

          THE REGISTRANT.  Pursuant  to  the requirements of the Securities
Act of 1933, the Registrant certifies that  it  has  reasonable  grounds to
believe  that  it meets all of the requirements for filing on Form S-8  and
has duly caused  this  registration statement to be signed on its behalf by
the undersigned, thereunto  duly  authorized, in the City of Oklahoma City,
State of Oklahoma, on May 20, 1997.

                              CHESAPEAKE ENERGY CORPORATION



                              AUBREY K. MCCLENDON
                              Aubrey  K. McClendon, Chairman of the Board
                                and Chief Executive Officer


          Pursuant to the requirements of  the Securities Act of 1933, this
registration  statement has been signed by the  following  persons  in  the
capacities indicated on May 20, 1997.



AUBREY K. MCCLENDON                TOM L. WARD
Aubrey  K. McClendon,  Chairman    Tom L. Ward, President, Chief
of the Board,  Chief  Executive    Operating Officer and Director
Officer   (Principal  Executive    (Principal Operating Officer)
Officer) and Director



MARCUS C. ROWLAND                  RONALD A. LEFAIVE
Marcus    C.   Rowland,    Vice    Ronald A. Lefaive, Controller
President -  Finance  and Chief    and Chief Accounting Officer
Financial   Officer  (Principal    (Principal Accounting Officer)
Financial Officer)


E. F. HEIZER, JR.                  BREENE M. KERR
E. F. Heizer, Jr., Director        Breene M. Kerr, Director


SHANNON SELF                       FREDERICK B. WHITTEMORE
Shannon Self, Director             Frederick B. Whittemore,
                                   Director

WALTER C. WILSON
Walter C. Wilson, Director



<PAGE>

<TABLE>
                         INDEX TO EXHIBITS

Exhibit
Number    Brief Description                     Method of Filing                                                  
-------   --------------------------------      -------------------------
<S>       <C>                                   <C>

  5       Opinion of McAfee & Taft              Filed herewith electronically
          A Professional Corporation            

23.1      Consent of Coopers & Lybrand L.L.P.   Filed herewith electronically

23.2      Consent of Price Waterhouse LLP       Filed herewith electronically

99        Chesapeake Energy Corporation 
          1996 Stock Option Plan                Filed herewith electronically
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12647}]
{"company-data": {"conformed-name": "CHESAPEAKE ENERGY CORP", "cik": "0000895126", "assigned-sic": "1311", "irs-number": "731395733", "state-of-incorporation": "OK", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27525", "film-number": "97612305"}, "business-address": {"street1": "6104 N WESTERN", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73118", "phone": "4058488000"}, "mail-address": {"street1": "6104 NORTH WESTERN AVE", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73118"}}
As filed with the Securities and Exchange Commission on May 20, 1997

                                       Registration No. 333-_____

                             FORM S-8

      Registration Statement under the Securities Act of 1933
              
                  --------------------------------

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

             Oklahoma                           73-1395733
  (State or other jurisdiction                (I.R.S. Employer
of incorporation or organization)            Identification No.)

     6100 North Western Avenue
      Oklahoma City, Oklahoma                     73118
(Address of Principal Executive Offices)         (Zip Code)
                  
                   ---------------------------------

                   CHESAPEAKE ENERGY CORPORATION
                      1996 STOCK OPTION PLAN
                     (Full title of the plan)

     Aubrey K. McClendon                        Copies to:
     Chairman of the Board and
      Chief Executive Officer             W. Chris Coleman, Esq.
   Chesapeake Energy Corporation               McAfee & Taft
     6100 North Western Avenue          A Professional Corporation
   Oklahoma City, Oklahoma 73118                Tenth Floor
    (Name and address of agent             Two Leadership Square
           for service)                Oklahoma City, Oklahoma 73102

                           405/848-8000
   (Telephone number, including area code, of agent for service)

                  --------------------------------
                   Calculation of Registration Fee
-------------------------------------------------------------------------------
Proposed maximum   Proposed maximum
Title of        Amount         offering           aggregate     Amount of
securities to   to be         price per           offering     registration
be registered  registered       unit                price          fee
-------------------------------------------------------------------------------
Common Stock,  6,000,000      $15.75**          $94,500,000**       $28,636**
$.01 par       shares*
value
-------------------------------------------------------------------------------
*    Such  indeterminable,  additional  amount of common stock, par value $.01
     per share, is hereby registered as may be required by reason of the anti-
     dilution  provisions  of the Chesapeake  Energy  Corporation  1996  Stock
     Option Plan.

**   Calculated pursuant to  Rule  457(h) of the Securities Act of 1933, based
     on  the  average  of  the  high  and  low  prices  of  Chesapeake  Energy
     Corporation common stock as reported  on  the  New York Stock Exchange on
     May 16, 1997.
PART II

          INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Chesapeake  Energy  Corporation  (the "Registrant")  incorporates
herein by reference the following documents  filed  with the Securities and
Exchange Commission:

          (a)  The Registrant's Annual Report on Form  10-K  for the fiscal
year ended June 30, 1996 filed with the Commission on September  30,  1996,
and as amended on October 28, 1996;

          (b)  The Registrant's Prospectus filed as part of the Registrant's
Registration Statement on Form S-4 (Registration No. 333-24995) as filed
with the Commission on April 11, 1997;

          (c)  All  other  reports  filed  by  the  Registrant  pursuant to
Section  13(a)  or  15(d)  of  the  Securities  Exchange  Act  of 1934 (the
"Exchange  Act")  since  the  end of the fiscal year covered by the  annual
report referred to in (a) above; and

          (d)  The description  of  the Registrant's common stock contained
in its Registration Statement on Form  8-B  declared  effective on December
12, 1996.

          All  documents  hereafter  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 which indicates that all of the shares
of the Registrant's  common  stock  covered  by this Registration Statement
have been sold or which deregisters all such shares  then remaining unsold,
shall be deemed to be incorporated herein by reference  and  to  be  a part
hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 1031 of the Oklahoma General Corporation Act, under which
the Registrant is incorporated, authorizes the indemnification of directors
and  officers under certain circumstances.  Article VIII of the Certificate
of Incorporation  and  Article  VI  of  the  Bylaws  of the Registrant also
provide  for  indemnification  of  directors  and  officers  under  certain
circumstances.    These   provisions,   together   with  the   Registrant's
indemnification obligations under individual indemnity  agreements with its
directors and officers, may be sufficiently broad to indemnify such persons
for  liabilities  under  the  Securities  Act  of  1933.  In addition,  the
Registrant  maintains  insurance which insures its directors  and  officers
against certain liabilities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

 4.1      Certificate of  Incorporation  of  the  Registrant.  Incorporated
          herein  by reference to Exhibit 3.1 to Registrant's  Registration
          Statement on Form 8-B declared effective on December 12, 1996.

 4.2      Bylaws of  the  Registrant.   Incorporated herein by reference to
          Exhibit 3.2 to Registrant's Registration  Statement  on  Form 8-B
          declared effective on December 12, 1996.

5         Opinion of McAfee & Taft A Professional Corporation

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of Price Waterhouse LLP

23.3      Consent of McAfee & Taft A Professional Corporation 
          (included in Exhibit 5)
       
99        Chesapeake Energy Corporation 1996 Stock Option Plan.

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (1)  To  file,  during  any  period  in which offers or sales are
being made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required  by Section 10(a)(3)
of the Securities Act of 1933;

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

          Provided, however, that paragraphs  (1)(i)  and  (1)(ii)  do  not
apply  if  the  information  required  to  be  included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant  pursuant  to  Section  13 or Section 15(d)  of  the  Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

          (2)  That, for the purposes  of  determining  any liability under
the  Securities  Act of 1933, each such post-effective amendment  shall  be
deemed  to be a new  registration  statement  relating  to  the  securities
offered therein,  and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (3)  To remove  from  registration  by  means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          The undersigned Registrant hereby undertakes  that,  for purposes
of determining any liability under the Securities Act of 1933, each  filing
of  the  Registrant's  annual  report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of  1934  (and, where applicable, each
filing  of  an employee benefit plan's annual report  pursuant  to  Section
15(d) of the  Securities  Exchange  Act  of  1934)  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.

          Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act  of  1933 may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant  has  been  advised that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the 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 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 Act and will be governed by the
final adjudication of such issue.
SIGNATURES

          THE REGISTRANT.  Pursuant  to  the requirements of the Securities
Act of 1933, the Registrant certifies that  it  has  reasonable  grounds to
believe  that  it meets all of the requirements for filing on Form S-8  and
has duly caused  this  registration statement to be signed on its behalf by
the undersigned, thereunto  duly  authorized, in the City of Oklahoma City,
State of Oklahoma, on May 20, 1997.

                              CHESAPEAKE ENERGY CORPORATION

                              AUBREY K. MCCLENDON
                              Aubrey  K. McClendon, Chairman of the Board
                                and Chief Executive Officer

          Pursuant to the requirements of  the Securities Act of 1933, this
registration  statement has been signed by the  following  persons  in  the
capacities indicated on May 20, 1997.

AUBREY K. MCCLENDON                TOM L. WARD
Aubrey  K. McClendon,  Chairman    Tom L. Ward, President, Chief
of the Board,  Chief  Executive    Operating Officer and Director
Officer   (Principal  Executive    (Principal Operating Officer)
Officer) and Director

MARCUS C. ROWLAND                  RONALD A. LEFAIVE
Marcus    C.   Rowland,    Vice    Ronald A. Lefaive, Controller
President -  Finance  and Chief    and Chief Accounting Officer
Financial   Officer  (Principal    (Principal Accounting Officer)
Financial Officer)

E. F. HEIZER, JR.                  BREENE M. KERR
E. F. Heizer, Jr., Director        Breene M. Kerr, Director

SHANNON SELF                       FREDERICK B. WHITTEMORE
Shannon Self, Director             Frederick B. Whittemore,
                                   Director

WALTER C. WILSON
Walter C. Wilson, Director
INDEX TO EXHIBITS

Exhibit
Number    Brief Description                     Method of Filing                                                  
-------   --------------------------------      -------------------------
5       Opinion of McAfee & Taft              Filed herewith electronically
          A Professional Corporation            

23.1      Consent of Coopers & Lybrand L.L.P.   Filed herewith electronically

23.2      Consent of Price Waterhouse LLP       Filed herewith electronically

99        Chesapeake Energy Corporation 
          1996 Stock Option Plan                Filed herewith electronically