As filed with the Securities and Exchange Commission on November 15, 1994.

                                      Registration Statement No. 33-____________

                       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 Identification No.)
incorporation or organization)
                        1021 East Cary Street, Box 2350
                         Richmond, Virginia  23218-2350
          (Address of principal executive office, including zip code)

                             CHESAPEAKE CORPORATION
                    SALARIED EMPLOYEES' STOCK PURCHASE PLAN
                            (Full title of the Plan)
                              ____________________

                             J. P. Causey Jr., Esq.
                 Vice President, Secretary and 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                Amount to    Maximum        Maximum       Amount of
   Securities                   be       Offering       Aggregate   Registration
      to be                 Registered    Price         Offering        Fee
  Registered (1)                         Per Share(2)   Price(2)
Common Stock, $1 par         637,559
value per share              shares      $30.50        $19,445,550    $6,705.36

      (1)  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
$30.50 per share, which was the average of the high and low prices of the
Common Stock on the New York Stock Exchange on November 8, 1994, 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 year ended December 31, 1993; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994,
and September 30, 1994; (iii) the Company's Current Report on Form 8-K
dated March 16, 1994; 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, as amended (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 (filed as Exhibit 3.1 to the Company'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 the Company'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 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 herewith).

4.5   Chesapeake Corporation Salaried Employees' Stock Purchase Plan (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 11th day
of October, 1994.

                                     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 11th day of October, 1994.  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                     By  /s/ Wallace Stettinius
      J. Carter Fox                             Wallace Stettinius
      Chairman of the Board of                  Director
      Directors, President & Chief
      Executive Officer
                                          By  /s/ John Hoyt Stookey
By  /s/ Paul A. Dresser, Jr.                    John Hoyt Stookey
      Paul A. Dresser, Jr.                      Director
      Director, Executive Vice
      President & Chief Operating
      Officer                             By  /s/ Richard G. Tilghman
                                                Richard G. Tilghman
By  /s/ Robert L. Hintz                         Director
      Robert L. Hintz
      Director                            By  /s/ Joseph P. Viviano
                                                Joseph P. Viviano
By  /s/ William D. McCoy                        Director
      William D. McCoy
      Director                            By  /s/ Harry H. Warner
                                                Harry H. Warner
By  /s/ C. Elis Olsson                          Director
      C. Elis Olsson
      Director                            By  /s/ Andrew J. Kohut
                                                Andrew J. Kohut
By  /s/ John W. Rosenblum                       Vice President - Finance &
      John W. Rosenblum                         Chief Financial Officer
      Director
                                          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 the
      Company'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 the Company'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
      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 herewith).

4.5   Chesapeake Corporation Salaried Employees' Stock
      Purchase Plan (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": 17142}]
{"company-data": {"conformed-name": "CHESAPEAKE CORP /VA/", "cik": "0000019731", "assigned-sic": "2621", "irs-number": "540166880", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56473", "film-number": "94560349"}, "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 November 15, 1994.

                                      Registration Statement No. 33-____________

                       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 Identification No.)
incorporation or organization)
                        1021 East Cary Street, Box 2350
                         Richmond, Virginia  23218-2350
          (Address of principal executive office, including zip code)

                             CHESAPEAKE CORPORATION
                    SALARIED EMPLOYEES' STOCK PURCHASE PLAN
                            (Full title of the Plan)
                              ____________________

                             J. P. Causey Jr., Esq.
                 Vice President, Secretary and 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                Amount to    Maximum        Maximum       Amount of
   Securities                   be       Offering       Aggregate   Registration
      to be                 Registered    Price         Offering        Fee
  Registered (1)                         Per Share(2)   Price(2)
Common Stock, $1 par         637,559
value per share              shares      $30.50        $19,445,550    $6,705.36

      (1)  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
$30.50 per share, which was the average of the high and low prices of the
Common Stock on the New York Stock Exchange on November 8, 1994, 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 year ended December 31, 1993; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994,
and September 30, 1994; (iii) the Company's Current Report on Form 8-K
dated March 16, 1994; 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, as amended (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 (filed as Exhibit 3.1 to the Company'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 the Company'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 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 herewith).

4.5   Chesapeake Corporation Salaried Employees' Stock Purchase Plan (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 11th day
of October, 1994.

                                     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 11th day of October, 1994.  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                     By  /s/ Wallace Stettinius
      J. Carter Fox                             Wallace Stettinius
      Chairman of the Board of                  Director
      Directors, President & Chief
      Executive Officer
                                          By  /s/ John Hoyt Stookey
By  /s/ Paul A. Dresser, Jr.                    John Hoyt Stookey
      Paul A. Dresser, Jr.                      Director
      Director, Executive Vice
      President & Chief Operating
      Officer                             By  /s/ Richard G. Tilghman
                                                Richard G. Tilghman
By  /s/ Robert L. Hintz                         Director
      Robert L. Hintz
      Director                            By  /s/ Joseph P. Viviano
                                                Joseph P. Viviano
By  /s/ William D. McCoy                        Director
      William D. McCoy
      Director                            By  /s/ Harry H. Warner
                                                Harry H. Warner
By  /s/ C. Elis Olsson                          Director
      C. Elis Olsson
      Director                            By  /s/ Andrew J. Kohut
                                                Andrew J. Kohut
By  /s/ John W. Rosenblum                       Vice President - Finance &
      John W. Rosenblum                         Chief Financial Officer
      Director
                                          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 the
      Company'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 the Company'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
      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 herewith).

4.5   Chesapeake Corporation Salaried Employees' Stock
      Purchase Plan (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).