EXHIBIT INDEX

Exhibit         Description

99              Press Release issued by the Registrant on April 28, 2003



                                                                      EXHIBIT 99

   CHESAPEAKE ENERGY CORPORATION POSTS STRONG RESULTS FOR FIRST QUARTER 2003;
                   PRODUCTION AND PROVED RESERVES SET RECORDS

        Company Reports 2003 First Quarter Net Income Available to Common
       Shareholders of $70 Million and Operating Cash Flow of $168 Million
              on Revenue of $374 Million and Production of 57 Bcfe;
                    Proved Reserves Increase 27% to 2.8 Tcfe


     OKLAHOMA CITY,  OKLAHOMA,  APRIL 28, 2003 - Chesapeake  Energy  Corporation
(NYSE: CHK) today  reported its financial  and  operating  results for the 2003
first quarter.  For the quarter,  Chesapeake  generated net income  available to
common  shareholders of $70.0 million ($0.32 per fully diluted common share) and
operating  cash  flow of $167.7  million  (defined  as cash flow from  operating
activities  before  changes  in assets  and  liabilities)  on  revenue of $374.4
million.

     The  company's   2003  first   quarter  net  income   available  to  common
shareholders of $70.0 million included a $17.2 million after-tax risk management
gain (a  non-cash  item  resulting  from  the  application  of  SFAS  133 to the
company's  derivative  contracts that do not qualify for hedge accounting) and a
$2.4  million  after-tax  gain  resulting  from  the  cumulative  effect  of  an
accounting change for the adoption of SFAS 143 for asset retirement obligations.

     Production  for the 2003  first  quarter  was 56.8  billion  cubic  feet of
natural gas equivalent  (bcfe),  comprised of 50.4 billion cubic feet of natural
gas (bcf) (89%) and 1.06 million  barrels of oil (mmbo)  (11%).  Oil and natural
gas production increased 35% from the 2002 first quarter and 15% compared to the
2002  fourth  quarter.  The  2003  first  quarter  marked  Chesapeake's  seventh
consecutive quarter of production growth compared to seven consecutive  quarters
of  production  decline  in  the  industry.  During  the  past  seven  quarters,
Chesapeake's  production  has increased  45%, for an average per quarter  growth
rate of 6%. Reserve growth during the 2003 first quarter was also significant as
production of 57 bcfe was replaced by 660 bcfe of new proved  reserves (a 1,150%
reserve   replacement  rate).  This  growth  was  comprised  of  564  bcfe  from
acquisitions, 82 bcfe from drilling and 14 bcfe from positive revisions.

     Average prices  realized during the 2003 first quarter (after hedging) were
$27.27 per barrel of oil (bo) and $4.51 per  thousand  cubic feet of natural gas
(mcf),  for a realized gas equivalent  price of $4.52 per thousand cubic feet of
natural gas equivalent (mcfe).


                                       2

       KEY OPERATIONAL AND FINANCIAL STATISTICS FOR THE 2003 FIRST QUARTER

     The table below  summarizes  Chesapeake's  key  statistics  during the 2003
first  quarter and compares  them to the 2002 fourth  quarter and the 2002 first
quarter:


Key Operations or Financial Statistics:               Three Months Ended:
                                                      -------------------
                                                 3/31/03    12/31/02    3/31/02
                                                 -------    --------    -------
Average daily production (in mmcfe)                 631        538        466
Gas as % of total production                         89         89         88
Natural gas production (in bcf)                    50.4       43.9       36.9
Average realized gas price ($/mcf) (a)             4.51       4.00       3.30
Oil production (in mbbls)                         1,060        941        830
Average realized oil price ($/bbl) (a)            27.27      24.67      24.05
Natural gas equivalent production (in bcfe)        56.8       49.5       41.9
Gas equivalent realized price ($/mcfe) (a)         4.52       4.01       3.39
General and administrative costs ($/mcfe)           .10        .11        .10
Production taxes ($/mcfe)                           .33        .21        .12
Lease operating expenses ($/mcfe)                   .55        .54        .53
Interest expense ($/mcfe)                           .62        .63        .64
DD&A of oil and gas properties ($/mcfe)            1.35       1.28       1.16
Operating cash flow ($ in millions) (b)           167.7      128.2       85.9
Operating cash flow ($/mcfe)                       2.96       2.59       2.05
Net income (loss) available to common
  shareholders ($ in millions)                     70.0       23.7      (30.1)

(a) includes the effects of hedging
(b) cash flow provided by operating activities before changes in assets and
    liabilities

          UPDATED 2003 SECOND QUARTER AND FULL YEAR FORECASTS ATTACHED

     Chesapeake's  updated  second quarter 2003 and full-year 2003 forecasts are
attached to this release in a revised  Outlook  dated April 28,  2003.  The most
significant  change in the  Outlook is an  increase  in  projected  2003  second
quarter and full-year  production volumes.  For the second quarter and full-year
2003,  Chesapeake  now believes it will produce 61 - 62 bcfe and 240 - 245 bcfe.
These  increased  production  ranges are primarily  attributable to Chesapeake's
deep drilling programs generating better than previously  forecasted  production
volumes.  The  company  has now  increased  its  second  quarter  and  full-year
production  estimates  by 7% and 4%,  respectively,  since the  beginning of the
year.

     In addition,  Chesapeake  took advantage of a two-week period of relatively
weak gas prices in late  March and early  April to reduce its 2003 gas hedges to
53 bcf.  In doing so, the  company  locked in $9  million  of hedging  gains and
increased to 69% its exposure to market prices for remaining  estimated 2003 gas
production  levels.  Chesapeake may reinstate some or all of these hedges if gas
prices increase this spring or summer.

                                MANAGEMENT COMMENTS

     Aubrey K. McClendon,  Chesapeake's Chief Executive Officer,  commented, "We
are  pleased to  announce  Chesapeake's  very  strong  first  quarter  earnings,
exceptional growth in proved reserves and production,  low operating costs, high
operating margins and increased  production forecasts for the remainder of 2003.
Chesapeake's  value-creating financial and operating results are being driven by
its distinctive Mid-Continent focus on successful deep-gas exploration and small
to  medium-sized  acquisitions.  Because  of the  company's  unique  scale,  its
technological  advantages  and  its  unrivaled  Mid-Continent  3-D  seismic  and
leasehold  inventory,  we believe  Chesapeake's  production  and reserve  growth
trends are  sustainable  and should  enable the company to  continue  generating
significant increases in shareholder value in the years ahead."

                           CONFERENCE CALL INFORMATION

     A conference call has been scheduled for Tuesday morning, April 29, 2003 at
9:00 am EDT to discuss the earnings release.  The telephone number to access the
conference  call  is  913.981.5533.  For  those  unable  to  participate  in the
conference call, a replay will be available from 12:00 pm EDT on Tuesday,  April
29 through  midnight  Monday,  May 12, 2003. The number to access the conference
call replay is 719.457.0820 and the passcode is 643335. The conference call will
also be simulcast live on the Internet and can be accessed at  www.chkenergy.com
by selecting  "Conference  Calls" under the "Investor  Relations"  section.  The
webcast of the conference call will be available on the website for one year.


                                       3


     This document includes  "forward-looking  statements" within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934.  Forward-looking  statements give our current expectations
or forecasts of future  events.  They include  statements  regarding oil and gas
reserve  estimates,  planned capital  expenditures,  the drilling of oil and gas
wells and future  acquisitions,  expected oil and gas production,  cash flow and
anticipated  liquidity,  business  strategy and other plans and  objectives  for
future  operations,  expected  future  expenses and utilization of net operating
loss  carryforwards.   Statements  concerning  the  fair  values  of  derivative
contracts and their  estimated  contribution to our future results of operations
are based upon market information as of a specific date. These market prices are
subject to  significant  volatility.  Although we believe the  expectations  and
forecasts   reflected  in  these  and  other   forward-looking   statements  are
reasonable,  we can give no assurance they will prove to have been correct. They
can be  affected  by  inaccurate  assumptions  or by known or unknown  risks and
uncertainties. Factors that could cause actual results to differ materially from
expected  results are described  under "Risk Factors" in Item 1 of our 2002 Form
10-K and  subsequent  filings with the  Securities  and Exchange  Commission and
include the volatility of oil and gas prices, our substantial indebtedness,  the
strength and financial  resources of our competitors,  the cost and availability
of  drilling  and  production  services,  our  commodity  price risk  management
activities,  including  counterparty  contract  performance risk,  uncertainties
inherent in estimating  quantities of oil and gas  reserves,  projecting  future
rates of production and the timing of development  expenditures,  our ability to
replace reserves,  the availability of capital,  uncertainties in evaluating oil
and gas reserves of acquired  properties and associated  potential  liabilities,
declines in the values of our oil and gas  properties  resulting in ceiling test
write-downs,  drilling  and  operating  risks,  our ability to  generate  future
taxable  income  sufficient  to  utilize  our  NOLs  before  expiration,  future
ownership  changes  which could result in  additional  limitations  to our NOLs,
adverse effects of governmental and  environmental  regulation,  losses possible
from pending or future litigation and the loss of officers or key employees.  We
caution you not to place undue  reliance  on these  forward-looking  statements,
which speak only as of the date of this document, and we undertake no obligation
to update this  information.  We urge you to  carefully  review and consider the
disclosures  made in this and our other  reports filed with the  Securities  and
Exchange  Commission that attempt to advise interested  parties of the risks and
factors that may affect our business.

     Chesapeake Energy Corporation is one of the 8 largest  independent  natural
gas  producers  in the  U.S.  Headquartered  in  Oklahoma  City,  the  company's
operations are focused on exploratory and  developmental  drilling and producing
property  acquisitions  in the  Mid-Continent  region of the United States.  The
company's Internet address is www.chkenergy.com.


                                       4




                          CHESAPEAKE ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       ($ in 000's, except per share data)
                                   (unaudited)
======================================================= ============================ ===============================
THREE MONTHS ENDED:                                             March 31, 2003                March 31, 2002
                                                           $               $/mcfe            $             $/mcfe
                                                        -----------      ----------      ----------     ----------
REVENUES:

                                                                                              
  Oil and gas sales                                        256,332            4.52       141,971            3.39
  Risk management income (loss)                             27,710            0.49       (79,468)          (1.90)
  Oil and gas marketing sales                               90,308            1.59        27,333            0.65
                                                        -----------      ----------     ---------       ---------
    Total revenues                                         374,350            6.60        89,836            2.14
                                                        -----------      ----------     ---------       ---------
OPERATING COSTS:
  Production expenses                                       31,457            0.55        22,060            0.53
  Production taxes                                          18,597            0.33         5,216            0.12
  General and administrative                                 5,665            0.10         4,294            0.10
  Oil and gas marketing expenses                            89,358            1.58        26,507            0.63
  Depreciation, depletion, and amortization
   of oil and gas properties                                76,614            1.35        48,619            1.16
  Depreciation and amortization of other assets              3,684            0.06         3,110            0.08
                                                        -----------      ----------     ---------       ---------
    Total operating costs                                  225,375            3.97       109,806            2.62
                                                        -----------      ----------     ---------       ---------
INCOME (LOSS) FROM OPERATIONS                              148,975            2.63       (19,970)          (0.48)
                                                        -----------      ----------     ---------       ---------
OTHER INCOME (EXPENSE):
  Interest and other income                                    763            0.01         1,545            0.03
  Interest expense                                         (35,027)          (0.62)      (26,960)          (0.64)
  Loss on repurchases of debt                                   --              --          (591)          (0.01)
                                                        -----------      ----------     ---------       ---------
    Total other income (expense)                           (34,264)          (0.61)      (26,006)          (0.62)
                                                        -----------      ----------     ---------       ---------
Income (Loss) Before Income Taxes and Cumulative
  Effect of Accounting Change                              114,711            2.02       (45,976)          (1.10)
Income Tax Expense (Benefit)                                43,591            0.77       (18,390)          (0.44)
                                                        -----------      ----------     ---------       ---------

NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT
  OF ACCOUNTING CHANGE                                      71,120            1.25       (27,586)          (0.66)

Cumulative Effect of Accounting Change, Net of Tax           2,389            0.04            --              --
                                                         ----------      ----------     ---------       ---------

NET INCOME (LOSS)                                           73,509            1.29       (27,586)          (0.66)

Preferred Stock Dividends                                   (3,526)          (0.06)       (2,532)          (0.06)
                                                         -----------     ----------     ---------       ---------
NET INCOME (LOSS) AVAILABLE TO COMMON
SHAREHOLDERS                                                69,983            1.23       (30,118)          (0.72)
                                                         ===========     ==========     =========       =========
EARNINGS PER COMMON SHARE:

  Basic
    Income (Loss) Before Cumulative Effect of
      Accounting Change                                 $     0.34                      $  (0.18)
    Cumulative Effect of Accounting Change                    0.01                             -
                                                        -----------                     ---------
    Net Income (Loss)                                   $     0.35                      $  (0.18)
                                                        ============                    =========
  Assuming dilution
    Income (Loss) Before Cumulative Effect of
      Accounting Change                                 $      0.31                     $  (0.18)
    Cumulative Effect of Accounting Change                     0.01                            -
                                                        -----------                     ---------
    Net Income (Loss)                                   $      0.32                     $  (0.18)
                                                        ============                    =========

WEIGHTED AVERAGE COMMON AND COMMON
  EQUIVALENT SHARES OUTSTANDING:

  Basic                                                     197,608                        165,372
                                                        ============                    ============
  Assuming dilution                                         230,672                        165,372
                                                        ============                    ============



                                       5




                                                        CHESAPEAKE ENERGY CORPORATION
                                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                  (in 000's)
                                                                 (unaudited)

========================================================================== =================== ==================
                                                                               March 31,         December 31,
                                                                                  2003               2002
- -------------------------------------------------------------------------- ------------------- ------------------


                                                                                         
Cash and cash equivalents                                                  $        38,337     $       247,719
Other current assets                                                               303,990             187,598
                                                                           ---------------     ---------------
     TOTAL CURRENT ASSETS                                                          342,327             435,317
                                                                           ---------------     ---------------
Property and equipment (net)                                                     3,354,042           2,389,884
Deferred tax asset                                                                  -                    2,071
Other assets                                                                        73,213              48,336
                                                                           ---------------     ---------------
      TOTAL ASSETS                                                         $     3,769,582     $     2,875,608
                                                                           ===============     ===============

Current liabilities                                                        $       340,534     $       265,552
Long term debt                                                                   1,948,725           1,651,198
Long term liabilities                                                               67,412              50,983
Deferred tax liability                                                              40,368              -
                                                                           ---------------     ---------------
     TOTAL LIABILITIES                                                           2,397,039           1,967,733

STOCKHOLDERS' EQUITY                                                             1,372,543             907,875
                                                                           ---------------     ---------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                   $     3,769,582     $     2,875,608
                                                                           ===============     ===============

COMMON SHARES OUTSTANDING                                                          213,749             190,144
                                                                           ===============     ===============


                                       6



                                                        CHESAPEAKE ENERGY CORPORATION
                                                 RECONCILIATION OF CERTAIN FINANCIAL MEASURES
                                                                  (in 000's)
                                                                 (unaudited)
========================================================================== ================    =================
THREE MONTHS ENDED:                                                             March 31,           March 31,
                                                                                  2003                2002
- -------------------------------------------------------------------------- ----------------    -----------------

                                                                                         
CASH PROVIDED BY OPERATING ACTIVITIES                                      $        99,052     $       117,297

Adjustments:
  Changes in assets and liabilities                                                 68,661             (31,385)
                                                                           ---------------     ----------------

OPERATING CASH FLOW*                                                       $       167,713     $        85,912
                                                                           ===============     ================

* Operating  cash flow  represents  net cash  provided by  operating  activities
before  changes  in assets and  liabilities.  Operating  cash flow is  presented
because  management  believes  it is a useful  adjunct to net cash  provided  by
operating  activities  under  accounting  principles  generally  accepted in the
United  States  (GAAP).  Operating  cash flow is widely  accepted as a financial
indicator of an oil and gas company's  ability to generate cash which is used to
internally fund exploration and development activities and to service debt. This
measure is widely  used by  investors  and  rating  agencies  in the  valuation,
comparison,  rating and investment  recommendations  of companies within the oil
and gas  exploration  and  production  industry.  Operating  cash  flow is not a
measure of financial  performance  under GAAP and should not be considered as an
alternative to cash flows from operating,  investing, or financing activities as
an indicator of cash flows, or as a measure of liquidity.

========================================================================== =================== ==================
THREE MONTHS ENDED:                                                              March 31,           March 31,
                                                                                  2003               2002
- -------------------------------------------------------------------------- ------------------- ------------------

                                                                                         
Net income (loss) before cumulative effect of accounting change            $        71,120     $       (27,586)

Income tax expense (benefit)                                                        43,591             (18,390)
Interest expense                                                                    35,027              26,960
Depreciation and amortization of other assets                                        3,684               3,110
Depreciation, depletion and amortization of oil and gas properties                  76,614              48,619
                                                                           ---------------     ----------------
EBITDA**                                                                   $       230,036     $        32,713
                                                                           ===============     ================

**EBITDA  represents  net income (loss) before  cumulative  effect of accounting
change,  income tax  expense  (benefit),  interest  expense,  and  depreciation,
depletion  and  amortization  expense.  EBITDA is  presented  as a  supplemental
financial  measurement  in the  evaluation of our  business.  We believe that it
provides  additional  information  regarding our ability to meet our future debt
service, capital expenditures and working capital requirements.  This measure is
widely  used by  investors  and rating  agencies in the  valuation,  comparison,
rating and investment  recommendations of companies.  EBITDA is also a financial
measurement that, with certain negotiated adjustments,  is reported to our banks
under our bank credit  facilities and is used in our financial  covenants  under
our bank credit facilities and our indentures governing our senior notes. EBITDA
is not a measure of financial performance under GAAP. Accordingly, it should not
be  considered  as a  substitute  for net  income  (loss),  income  (loss)  from
operations, or cash flow provided by operating activities prepared in accordance
with GAAP.  EBITDA is  reconciled  to cash  provided by operating  activities as
follows:

========================================================================== =================== ==================
THREE MONTHS ENDED:                                                              March 31,           March 31,
                                                                                  2003               2002
- -------------------------------------------------------------------------- ------------------- ------------------

                                                                                         
CASH PROVIDED BY OPERATING ACTIVITIES                                      $        99,052     $       117,297

Changes in assets and liabilities                                                   68,661             (31,385)
Interest expense                                                                    35,027              26,960
Risk management income (loss)                                                       27,710             (79,468)
Other non-cash items                                                                  (414)               (691)
                                                                           ----------------    ----------------
EBITDA                                                                     $       230,036     $        32,713
                                                                           ================    =================



                                       7


                                    OUTLOOK


                                 APRIL 28, 2003



QUARTER ENDING JUNE 30, 2003;  YEAR ENDING DECEMBER 31, 2003.

We have adopted a policy of  periodically  providing  investors with guidance on
certain factors that affect our future  financial  performance.  As of April 28,
2003, we are using the following key operating  assumptions  in our  projections
for the second quarter of 2003 and full year 2003.

The primary  changes from our April 9, 2003 guidance are in italicized  bold and
are explained as follows:

1)       We have  updated  the  projected  effects  from  changes in our hedging
         positions.
2)       We have included our  expectations  for future NYMEX oil and gas prices
         to  illustrate  hedging  effects  only,  they are not a forecast of our
         expectations for 2003 oil and natural gas prices.
3)       We have increased our projected production for the remainder of 2003.



                                                                  Quarter Ending              Year Ending
                                                                   June 30, 2003           December 31, 2003
                                                                  --------------           -----------------


                                                                                      
ESTIMATED PRODUCTION
  Oil - Mbo                                                         950 - 1,000              3,600 - 3,700
  Gas - Bcf                                                           55 - 56                  218 - 223
  Gas Equivalent - Bcfe                                               61 - 62                  240 - 245
NYMEX PRICES (FOR CALCULATION OF HEDGING EFFECTS ONLY)
  Oil - $/Bo                                                           $25.33                   $26.80
  Gas - $/Mcf                                                           $5.05                    $5.41
ESTIMATED CORPORATE DIFFERENTIALS TO NYMEX PRICES
  Oil - $/Bo                                                           -$2.00                   -$1.92
  Gas - $/Mcf                                                     -$0.50 - $0.60            -$0.50 - $0.60
ESTIMATED HEDGING EFFECTS (BASED ON EXPECTED NYMEX PRICES
ABOVE)
  Oil - $/Bo                                                           +$2.39                   +$0.70
  Gas - $/Mcf                                                          +$0.21                   -$0.23
OPERATING COSTS PER MCFE
  Production expense                                               $0.53 - 0.57              $0.53 - 0.57
  Production taxes (generally 7% of O&G revenues)                  $0.31 - 0.33              $0.31 - 0.33
  General and administrative                                       $0.09 - 0.10              $0.09 - 0.10
  DD&A - oil and gas                                               $1.32 - 1.37              $1.32 - 1.37
  Depreciation of other assets                                     $0.08 - 0.10              $0.08 - 0.10
  Interest expense                                                 $0.65 - 0.70              $0.65 - 0.70
OTHER INCOME AND EXPENSE PER MCFE (a)
  Marketing and Other income                                       $0.02 - 0.04              $0.02 - 0.04

BOOK TAX RATE - ALL DEFERRED                                            38%                       38%
EQUIVALENT SHARES OUTSTANDING
  Basic                                                              215,000 m                 212,000 m
  Diluted                                                            262,000 m                 255,000 m

CAPITAL EXPENDITURES:
  Drilling, Land and Seismic                                      $150 - $155 mm            $575 - $600 mm


(a)  Does not include non-cash risk management  income or loss (SFAS 133) or the
     cumulative effect of the adoption of SFAS 143.


                                       8



COMMODITY HEDGING ACTIVITIES

Periodically the Company utilizes hedging  strategies to hedge the price of
a portion of its future oil and gas production. These strategies include:

(i)          swap  arrangements  that establish an  index-related  price above
             which the Company pays the  counterparty
             and below which the Company is paid by the counterparty,
(ii)         the purchase of index-related puts that provide for a "floor" price
             below which the  counterparty  pays the Company the amount by which
             the price of the commodity is below the contracted floor,
(iii)        the sale of index-related  calls that provide for a "ceiling" price
             above which the Company pays the  counterparty  the amount by which
             the price of the commodity is above the contracted ceiling,
(iv)         basis protection  swaps,  which are arrangements that guarantee the
             price differential of oil or gas from a specified delivery point or
             points,
(v)          collar  arrangements  that establish an  index-related  price below
             which  the   counterparty   pays  the   Company   and  a   separate
             index-related  price above which the Company pays the counterparty,
             and

Commodity markets are volatile,  and as a result,  Chesapeake's hedging activity
is  dynamic.  As market  conditions  warrant,  the Company may elect to settle a
hedging  transaction  prior to its  scheduled  maturity  date and,  as a result,
realize a gain or loss on the transaction.

Results from commodity  hedging  transactions are reflected in oil and gas sales
to the extent related to the Company's oil and gas production.  The Company only
enters into commodity hedging  transactions related to the Company's oil and gas
production  volumes or Chesapeake Energy Marketing,  Inc.'s physical purchase or
sale  commitments.  Gains  or  losses  on  crude  oil and  natural  gas  hedging
transactions  are  recognized  as price  adjustments  in the  months of  related
production.

The Company has entered into the following natural gas hedging arrangements:



                                                                                                   % Hedged
                                                                                         --------------- -------------
                                                                       Avg. NYMEX
                                              Aveg.                      Price
                                    Open      NYMEX                    Including       Assuming
                                  Straight    Strike    Gain from        Open &          Gas
                                    Swaps     of Open     Closed          Closed      Production     Open Swap
                                   (mmcf)      Swaps      Swaps         Positions         Of:        Positions
                                  -------     ------    ---------     -----------     ----------     ---------

                                                                                        
2003:

2nd Qtr                              21,550     $4.81          $0.20          $5.01      55,000           39%

3rd Qtr                              16,560     $4.68          $0.11          $4.79      57,000           29%

4th Qtr                              14,420     $4.85          $0.17          $5.02      58,000           25%

- --------------------------------- ---------- ------------- -------------- -----------  ------------   -------------
Remaining 2003                       52,530     $4.78          $0.16          $4.94     170,000           31%
================================= ========== ============= ============== ============ ============   =============

2004:

1st Qtr                                 600     $5.68          $1.33          $7.01          59,000           1%


                                       9






THE COMPANY HAS ENTERED INTO THE FOLLOWING NATURAL GAS BASIS
HEDGING ARRANGEMENTS:


                                 Annual                                   Assuming Flat Gas
                              Volume (mmcf)            NYMEX less:          Production of:            % Hedged
                          -----------------         ----------------        --------------            --------


                                                                                             
2003 Remaining                      107,800                0.188
                            -----------------       ------------
2003 Total                          143,250                0.182                   220,000               65%
2004                                157,380                0.173                   223,000               71%
2005                                109,500                0.156                   223,000               49%
2006                                 47,450                0.155                   223,000               21%
2007                                 63,875                0.166                   223,000               29%
2008                                 64,050                0.166                   223,000               29%
2009                                 36,500                0.160                   223,000               16%
                            ---------------         ----------------
                                    622,005                0.169*
                            ===============         -------------

* weighted average

The Company has entered into the following crude oil hedging arrangements:

                                                                            Avg.
                                                                           NYMEX
                                                           Volume         Strike
                                                            (Mbo)          Price
                                                          ------        --------


                                 Q2 - 2003*                   819.0        28.12
                                                        ----------- ------------

                                 Q3 - 2003*                   828.0        28.12
                                                        ----------- ------------

                                 Q4 - 2003*                   828.0        28.12
                                                        ----------- ------------

                                 Remaining 2003             2,475.0        28.12
                                                        =========== ============


*Swaps  with a knockout  price of $21.00 for days in which  NYMEX  closes  below
$21.00.

                                       10