UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                   FORM 10-K
                                        
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 
   For the fiscal year ended December 31, 1996
                                        
                                       OR
                                          
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 
   For the transition period from                 to                
                                        
                                        
                         Commission file number 1-3203
                                        
                             CHESAPEAKE CORPORATION
                                    
   Incorporated under the laws                    I.R.S. Employer
        of Virginia                        Identification No. 54-0166880

                              1021 East Cary Street
                                  P. O. Box 2350
                          Richmond, Virginia 23218-2350
                         Telephone Number (804) 697-1000

Securities registered pursuant to Section 12(b) of the Act:

                                    Name of each exchange on
 Title of each class                                 which registered    

Common Stock, par value $1                       New York Stock Exchange
Preferred Stock Purchase Rights                  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
 of Regulation S-K is not contained herein, and will not be contained, to the
 best of registrant's knowledge, in definitive proxy or information
 statements incorporated by reference in Part III of the Form 10-K
or any amendment to this Form 10-K. [X]

 Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act
 of 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.  Yes X No  
 
 The aggregate market value on February 11, 1997, of the voting stock held by
 non-affiliates of the registrant was $681 million.  In determining this
 figure, the registrant has assumed that all of its directors and officers
 are affiliates.  This assumption shall not be deemed conclusive
 for any other purpose.

 23,432,395 shares of the registrant's common stock, par value $1, were
 outstanding as of February 11, 1997.

 Portions of the registrant's Annual Report to Stockholders for the year
 ended December 31, 1996 are incorporated in Parts I, II and IV by reference.
 Portions of the registrant's definitive Proxy Statement for the annual meeting
 of stockholders to be held on April 23, 1997, are incorporated in Part III
 by reference.

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
 Exchange Act of 1934, the Registrant has duly caused this report to be
 signed on its behalf by the undersigned, thereunto duly authorized.

                                           CHESAPEAKE CORPORATION
                                           (Registrant)        
 
February 11, 1997                          By /s/ CHRISTOPHER R BURGESS 
                                              Christopher R. Burgess
                                              Controller
  
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant
and in the capacities indicated.

By                                    By /s/WALLACE STETTINIUS     
     M. Katherine Dwyer                    Wallace Stettinius
     Director                              Director

By /s/ J. CARTER FOX                  By /s/ JOHN HOYT STOOKEY     
     J. Carter Fox                          John Hoyt Stookey
     Chairman of the Board                  Director 
     of Directors; President &
     Chief Executive Officer

By /s/ ROBERT L. HINTZ                By /s/ RICHARD G. TILGHMAN                
     Robert L. Hintz                         Richard G. Tilghman  
      Director                               Director

By /s/ WILLIAM D. McCOY               By /s/ JOSEPH P. VIVIANO                  
   William D. McCoy                        Joseph P. Viviano
    Director                               Director
                                      
By                                    By /s/ HARRY H. WARNER      
      C. Elis Olsson                     Harry H. Warner
      Director                           Director 
                      
By /s/ JOHN W. ROSENBLUM              By /s/ WILLIAM T. TOLLEY       
      John W. Rosenblum                  William T. Tolley
      Director                           Chief Financial Officer

By /s/ FRANK S. ROYAL              By /s/ CHRISTOPHER R. BURGESS                
    Frank S. Royal                      Christopher R. Burgess
      Director                           Controller            
                                                                    

Each of the above signatures is affixed as of February 11, 1997.