CHESAPEAKE ENERGY CORPORATION POSTS STRONG RESULTS FOR SECOND QUARTER 2003;
        NATURAL GAS PRODUCTION SETS RECORD FOR EIGHTH CONSECUTIVE QUARTER

     SECOND QUARTER 2003 NET INCOME AVAILABLE TO COMMON SHAREHOLDERS REACHES
        $76 MILLION ON REVENUE OF $430 MILLION AND PRODUCTION OF 67 BCFE


OKLAHOMA  CITY,  OKLAHOMA,   JULY  28,  2003  -  Chesapeake  Energy  Corporation
(NYSE:CHK)  today  reported its  financial  and  operating  results for the 2003
second quarter.  For the quarter,  Chesapeake  generated net income available to
common  shareholders  of $76.3 million  ($0.31 per fully diluted  common share),
operating  cash  flow of $226.1  million  (defined  as cash flow from  operating
activities  before  changes  in assets  and  liabilities)  and  ebitda of $266.1
million  (defined  as  income  before  income  taxes,   interest  expense,   and
depreciation,  depletion and amortization expense) on revenue of $429.6 million.
The company's  2003 second quarter net income  available to common  shareholders
included a $1.9 million after-tax non-cash  risk-management  gain resulting from
the  application of SFAS 133 to the company's  derivative  contracts that do not
qualify for hedge accounting.

During  the second  quarter,  Chesapeake  produced  67.3  billion  cubic feet of
natural gas equivalent (bcfe), compared to the company's most recent forecast of
64-65 bcfe.  This 67.3 bcfe of  production  was  comprised of 60.0 billion cubic
feet of natural  gas (bcf)  (89% on an mcf  equivalent  basis)  and 1.2  million
barrels of oil (mmbo) (11% on an mcf equivalent basis).

The  2003  second  quarter  oil  and  natural  gas   production   increased  55%
year-over-year  from the 2002 second quarter and 19% sequentially  from the 2003
first  quarter.  Of the 10.5 bcfe in  sequential  production  growth  during the
second quarter,  only 9.5% came from acquisitions closed during the quarter. The
2003 second quarter was Chesapeake's  eighth  consecutive  quarter of sequential
production increase.  During these eight quarters,  Chesapeake's  production has
increased 72%, for an average sequential quarterly growth rate of 7%.

Reserve growth during the 2003 second quarter was also significant as production
of 67 bcfe was  replaced  by 201 bcfe of new  proved  reserves  (a 300%  reserve
replacement  rate).  This growth was  comprised  of 112 bcfe from  drilling  and
revisions  and  96  bcfe  from  acquisitions,  partially  offset  by 7  bcfe  of
divestitures that were sold for proceeds of $19 million. Chesapeake's internally
estimated  proved reserves now total  approximately  2.95 trillion cubic feet of
natural  gas  equivalent,  of  which  90% are  natural  gas  and 74% are  proved
developed.  This marks the company's  seventh  consecutive  quarter of growth in
estimated proved reserves.

Average prices realized during the 2003 second quarter (including  hedging) were
$26.24 per barrel of oil (bo) and $4.73 per  thousand  cubic feet of natural gas
(mcf),  for a realized gas equivalent  price of $4.70 per thousand cubic feet of
natural gas equivalent (mcfe).  Chesapeake's  realized pricing  differentials to
NYMEX during the quarter  averaged a negative  $2.15 per bo and a negative $0.70
per mcf and  hedging  activities  generated a $0.52 loss per bo and a $0.03 gain
per mcf.


                                       1




      KEY OPERATIONAL AND FINANCIAL STATISTICS FOR THE 2003 SECOND QUARTER

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


Key Operational and Financial Statistics:            Three Months Ended:
- -----------------------------------------            -------------------
                                                 6/30/03     3/31/03    6/30/02
                                                 -------     -------    -------
Average daily production (in mmcfe)                 740         631       477
Gas as % of total production                         89          89        89
Natural gas production (in bcf)                    60.0        50.4      38.5
Average realized gas price ($/mcf) (a)             4.73        4.51      3.38
Oil production (in mbbls)                         1,224       1,060       823
Average realized oil price ($/bbl) (a)            26.24       27.27     26.55
Natural gas equivalent production (in bcfe)        67.3        56.8      43.4
Gas equivalent realized price ($/mcfe) (a)         4.70        4.52      3.50
General and administrative costs ($/mcfe)          0.09        0.10      0.09
Production taxes ($/mcfe)                          0.25        0.33      0.18
Lease operating expenses ($/mcfe)                  0.51        0.55      0.56
Interest expense ($/mcfe)                          0.56        0.62      0.57
DD&A of oil and gas properties ($/mcfe)            1.36        1.35      1.17
Operating cash flow ($ in millions) (b)           226.1       167.7      96.6
Operating cash flow ($/mcfe)                       3.36        2.96      2.23
Ebitda ($ in millions) (c)                        266.1       230.0     120.8
Ebitda ($/mcfe)                                    3.95        4.05      2.78
Net income available to common
  shareholders ($ in millions)                     76.3        70.0      22.5

(a) includes the effects of hedging
(b) cash flow  provided  by  operating  activities  before  changes in assets
    and liabilities
(c) defined as income before  income  taxes, interest expense, and depreciation,
    depletion and amortization expense


              CHESAPEAKE UPDATES FORECASTS AND HEDGING INFORMATION

Chesapeake's  initial  2003 third  quarter and updated  full-year  2003 and 2004
forecasts are attached to this release in a revised  Outlook dated July 28, 2003
and labeled as Schedule "A". The company's previous guidance of June 24, 2003 is
provided for comparative  reference only and is labeled as Schedule "B". The new
Outlook reflects an increase in projected 2003 full-year  production  volumes to
258-262  bcfe,  up from 255-260  bcfe  included in the  company's  June 24, 2003
Outlook.  This increased  production  forecast is  attributable  to Chesapeake's
drilling  programs  generating  better  than  previously  forecasted  production
volumes. The company has now increased its full-year 2003 production estimate by
35% since the beginning of the year.

In addition,  Chesapeake has added to its hedging  positions  since the June 24,
2003 update.  Currently, the company has hedged the following percentages of its
projected 2003-2007 oil and natural gas production:

                                Oil                      Natural Gas
                     -------------------------      ----------------------------
Quarter or Year       % Hedged      $ NYMEX        % Hedged      $ NYMEX
- ---------------      ----------    ---------      ----------    ----------

3Q 2003                  79%         $28.07           62%         $5.50
4Q 2003                  79%         $28.07           63%         $5.72
- --------------------------------------------------------------------------------
REMAINING 2003           79%         $28.07           62%         $5.61
2004                     63%         $27.85           26%         $5.51
2005                      -            -              15%         $4.79
2006                      -            -               9%         $4.74
2007                      -            -               9%         $4.76

Depending  on changes in oil and natural gas futures  markets and the  company's
view of underlying supply and demand trends,  the company may either increase or
decrease its hedging positions in the future.

              STANDARD & POOR'S RAISES CHESAPEAKE'S CREDIT RATINGS

On July  10,  2003,  Standard  &  Poor's  Rating  Services  raised  Chesapeake's
corporate credit rating to BB-. At the same time, S & P assigned its BBB- rating
to the company's recently amended $350 million secured revolving credit facility
due 2007.  This is the first time  Chesapeake  has received an investment  grade
rating on any of its  outstanding  debt and  evidences  Chesapeake's  continuing
commitment to strengthening its balance sheet.


                                       2


                               MANAGEMENT COMMENTS

Aubrey K. McClendon,  Chesapeake's Chief Executive Officer,  commented,  "We are
pleased to announce  Chesapeake's  very strong second quarter  earnings  report,
which  features  exceptional  growth in  production  and  proved  reserves,  low
operating  and  administrative  costs,  high  operating  margins  and  increased
production  forecasts  for the  remainder  of 2003  and for  2004.  Chesapeake's
value-creating   financial  and  operating  results  are  being  driven  by  its
distinctive  Mid-Continent  focus  on  successful  deep-gas  exploration  and on
finding, completing and quickly integrating small and medium-sized acquisitions.
Because of the company's unique scale in the  Mid-Continent,  its  technological
advantages in deep gas exploration and its unrivaled  Mid-Continent  3-D seismic
and leasehold inventory,  we believe Chesapeake's  production and reserve growth
trends  should  be  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,  July 29, 2003 at 9:00
a.m. 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 p.m. EDT on Tuesday, July
29, 2003 through  midnight EDT on Friday,  August 15, 2003. The number to access
the  conference  call replay is  719.457.0820  and the  passcode is 448860.  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.

This  press  release  and the  accompanying  Outlooks  include  "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
estimates of oil and gas reserves,  expected oil and gas  production  and future
expenses, projections of future oil and gas prices, planned capital expenditures
for drilling, leasehold acquisitions and seismic data, and statements concerning
anticipated  cash flow and  liquidity,  business  strategy  and other  plans and
objectives for future operations.  Disclosures  concerning  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. They include the volatility
of oil and gas prices;  adverse effects our substantial  indebtedness could have
on our operations and future growth; our ability to compete  effectively against
strong oil and gas companies and majors;  the cost and  availability of drilling
and production services;  possible financial losses as a result of our commodity
price  risk  management   activities;   uncertainties   inherent  in  estimating
quantities of oil and gas reserves,  including  reserves we acquire,  projecting
future rates of production and the timing of development expenditures;  exposure
to  potential  liabilities  of  acquired  properties;  our  ability  to  replace
reserves;  the availability of capital;  changes in interest rates; and drilling
and  operating  risks.  We  caution  you not to place  undue  reliance  on these
forward-looking  statements,  which  speak  only as of the  date  of this  press
release, and we undertake no obligation to update this information.

Chesapeake Energy  Corporation is one of the eight 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.

                                       3





                          CHESAPEAKE ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       ($ IN 000'S, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED:                                            JUNE 30, 2003              JUNE 30, 2002
                                                              $           $/MCFE           $          $/MCFE
                                                        ------------   ------------   -----------   -----------
REVENUES:
                                                                                           
  OIL AND GAS SALES                                         316,172         4.69         152,009        3.50
  RISK MANAGEMENT INCOME (LOSS)                               3,084         0.05            (481)      (0.01)
  OIL AND GAS MARKETING SALES                               110,296         1.64          42,785        0.99
                                                        ------------   ------------   -----------   -----------
    TOTAL REVENUES                                          429,552         6.38         194,313        4.48
                                                        ------------   ------------   -----------   -----------
OPERATING COSTS:
  PRODUCTION EXPENSES                                        34,263         0.51          24,242        0.56
  PRODUCTION TAXES                                           17,101         0.25           7,911        0.18
  GENERAL AND ADMINISTRATIVE                                  6,000         0.09           3,859        0.09
  OIL AND GAS MARKETING EXPENSES                            106,857         1.59          41,181        0.95
  DEPRECIATION, DEPLETION, AND AMORTIZATION
   OF OIL AND GAS PROPERTIES                                 91,570         1.36          50,778        1.17
  DEPRECIATION AND AMORTIZATION OF OTHER ASSETS               4,122         0.06           3,652        0.08
                                                        ------------   ------------   -----------   -----------
    TOTAL OPERATING COSTS                                   259,913         3.86         131,623        3.03
                                                        ------------   ------------   -----------   -----------

INCOME FROM OPERATIONS                                      169,639         2.52          62,690        1.45
                                                        ------------   ------------   -----------   -----------

OTHER INCOME (EXPENSE):
  INTEREST AND OTHER INCOME                                     781         0.01           3,992        0.09
  INTEREST EXPENSE                                          (37,773)       (0.56)        (24,690)      (0.57)
  LOSS ON REPURCHASES OF DEBT                                  -             -              (273)      (0.01)
                                                        ------------   ------------   -----------   -----------
    TOTAL OTHER INCOME (EXPENSE)                            (36,992)       (0.55)        (20,971)      (0.49)
                                                        ------------   ------------   -----------   -----------

INCOME BEFORE INCOME TAXES                                  132,647         1.97          41,719        0.96

INCOME TAX EXPENSE
  CURRENT                                                      -            -               -           -
  DEFERRED                                                   50,407         0.75          16,686        0.38
                                                        ------------   ------------   ----------    -----------
    TOTAL INCOME TAX EXPENSE                                 50,407         0.75          16,686        0.38
                                                        ------------   ------------   -----------   -----------

NET INCOME                                                   82,240         1.22          25,033        0.58

PREFERRED STOCK DIVIDENDS                                    (5,979)       (0.09)         (2,530)      (0.06)
                                                        ------------   ------------   -----------   -----------

NET INCOME  AVAILABLE TO COMMON
SHAREHOLDERS                                                 76,261         1.13          22,503        0.52
                                                        ============   ============   ===========   ===========

- ---------------------------------------------------------------------------------------------------------------

EARNINGS PER COMMON SHARE:

  BASIC                                                 $      0.36                   $     0.14
                                                        ============                  ===========

  ASSUMING DILUTION                                     $      0.31                   $     0.13
                                                        ============                  ===========

WEIGHTED AVERAGE COMMON AND COMMON
  EQUIVALENT SHARES OUTSTANDING (IN 000'S):

  BASIC                                                     214,341                      165,963
                                                        ============                  ===========

  ASSUMING DILUTION                                         263,919                      191,947
                                                        ============                  ===========



                                       4



                          CHESAPEAKE ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       ($ IN 000'S, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED:                                              JUNE 30, 2003              JUNE 30, 2002
                                                              $           $/MCFE            $         $/MCFE
                                                        ------------   ------------   -----------   -----------
REVENUES:
                                                                                           
  OIL AND GAS SALES                                         572,504         4.61         293,980        3.45
  RISK MANAGEMENT INCOME (LOSS)                              30,794         0.25         (79,949)      (0.94)
  OIL AND GAS MARKETING SALES                               200,604         1.62          70,118        0.82
                                                        ------------   ------------   -----------   -----------
    TOTAL REVENUES                                          803,902         6.48         284,149        3.33
                                                        ------------   ------------   -----------   -----------
OPERATING COSTS:
  PRODUCTION EXPENSES                                        65,720         0.53          46,302        0.54
  PRODUCTION TAXES                                           35,698         0.29          13,127        0.15
  GENERAL AND ADMINISTRATIVE                                 11,665         0.09           8,153        0.10
  OIL AND GAS MARKETING EXPENSES                            196,215         1.58          67,688        0.79
  DEPRECIATION, DEPLETION, AND AMORTIZATION
   OF OIL AND GAS PROPERTIES                                168,184         1.36          99,397        1.17
  DEPRECIATION AND AMORTIZATION OF OTHER ASSETS               7,806         0.06           6,762        0.08
                                                        ------------   ------------   -----------   -----------
    TOTAL OPERATING COSTS                                   485,288         3.91         241,429        2.83
                                                        ------------   -------------  -----------   -----------

INCOME  FROM OPERATIONS                                     318,614         2.57          42,720        0.50
                                                        ------------   ------------   -----------   -----------
OTHER INCOME (EXPENSE):
  INTEREST AND OTHER INCOME                                   1,544         0.01           5,537        0.07
  INTEREST EXPENSE                                          (72,800)       (0.58)        (51,650)      (0.61)
  LOSS ON REPURCHASES OF DEBT                                 -            -                (864)      (0.01)
                                                        ------------   ------------   -----------   -----------
    TOTAL OTHER INCOME (EXPENSE)                            (71,256)       (0.57)        (46,977)      (0.55)
                                                        ------------   ------------   -----------   -----------

INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE
  EFFECT OF ACCOUNTING CHANGE                               247,358         2.00          (4,257)      (0.05)

INCOME TAX EXPENSE (BENEFIT)
  CURRENT                                                      -            -               -           -
  DEFERRED                                                   93,998         0.76          (1,704)      (0.02)
                                                        ------------   ------------   -----------   -----------
    TOTAL INCOME TAX EXPENSE (BENEFIT)                       93,998         0.76          (1,704)      (0.02)
                                                        ------------   ------------   -----------   -----------

NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT
  OF ACCOUNTING CHANGE                                      153,360         1.24          (2,553)      (0.03)

CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX            2,389         0.02            -           -
                                                        ------------   ------------   -----------   -----------

NET INCOME (LOSS)                                           155,749         1.26          (2,553)      (0.03)

PREFERRED STOCK DIVIDENDS                                    (9,505)       (0.08)         (5,062)      (0.06)
                                                        ------------   -------------  -----------   -----------

NET INCOME (LOSS) AVAILABLE TO COMMON
SHAREHOLDERS                                                146,244         1.18          (7,615)      (0.09)
                                                        ============   =============  ===========   ===========

- ---------------------------------------------------------------------------------------------------------------

                                       5



EARNINGS PER COMMON SHARE:

  BASIC
    INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
      ACCOUNTING CHANGE                                 $      0.70                   $    (0.05)
    CUMULATIVE EFFECT OF ACCOUNTING CHANGE                     0.01                          -
                                                        ------------                  -----------
    NET INCOME (LOSS)                                   $      0.71                   $    (0.05)
                                                        ============                  ===========

  ASSUMING DILUTION
    INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
      ACCOUNTING CHANGE                                 $      0.62                   $    (0.05)
    CUMULATIVE EFFECT OF ACCOUNTING CHANGE                     0.01                          -
                                                        ------------                  -----------
    NET INCOME (LOSS)                                   $      0.63                   $    (0.05)
                                                        ============                  ===========

WEIGHTED AVERAGE COMMON AND COMMON
  EQUIVALENT SHARES OUTSTANDING (IN 000'S):

  BASIC                                                     205,995                      165,669
                                                        ============                  ===========

  ASSUMING DILUTION                                         247,391                      165,669
                                                        ============                  ===========





                                              CHESAPEAKE ENERGY CORPORATION
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                                        (IN 000'S)
                                                       (UNAUDITED)

- --------------------------------------------------------------------------------------------------------------
                                                                                JUNE 30,         DECEMBER 31,
                                                                                  2003               2002
- --------------------------------------------------------------------------------------------------------------

                                                                                         
CASH                                                                       $        35,909     $       247,637
OTHER CURRENT ASSETS                                                               297,558             187,680
                                                                           ---------------     ---------------
     TOTAL CURRENT ASSETS                                                          333,467             435,317
                                                                           ---------------     ---------------

PROPERTY AND EQUIPMENT (NET)                                                     3,595,166           2,389,884
DEFERRED TAX ASSET                                                                  -                    2,071
OTHER ASSETS                                                                        84,727              48,336
                                                                           ---------------     ---------------
     TOTAL ASSETS                                                          $     4,013,360     $     2,875,608
                                                                           ===============     ===============

CURRENT LIABILITIES                                                        $       415,871     $       265,552
LONG TERM DEBT                                                                   1,968,447           1,651,198
LONG TERM LIABILITIES                                                               73,502              50,983
DEFERRED TAX LIABILITY                                                              92,068              -
                                                                           ---------------     ---------------
     TOTAL LIABILITIES                                                           2,549,888           1,967,733

STOCKHOLDERS' EQUITY                                                             1,463,472             907,875
                                                                           ---------------     ---------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                   $     4,013,360     $     2,875,608
                                                                           ===============     ===============


COMMON SHARES OUTSTANDING                                                          215,862             190,144
                                                                           ===============     ===============



                                       6





                                              CHESAPEAKE ENERGY CORPORATION
                                          CONDENSED CONSOLIDATED CASH FLOW DATA
                                                        (IN 000'S)
                                                       (UNAUDITED)


- --------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED:                                           JUNE 30,         MARCH 31,         JUNE 30,
                                                                2003             2003              2002
- --------------------------------------------------------------------------------------------------------------
                                                                                     
CASH PROVIDED BY OPERATING ACTIVITIES                     $   277,581      $      99,052      $     97,528

CASH (USED IN) INVESTING ACTIVITIES                       $  (313,485)     $  (1,002,289)     $   (234,613)

CASH PROVIDED BY FINANCING ACTIVITIES                     $    33,809      $     693,604      $     21,429

- --------------------------------------------------------------------------------------------------------------







                                              CHESAPEAKE ENERGY CORPORATION
                                       RECONCILIATION OF CERTAIN FINANCIAL MEASURES
                                                        (IN 000'S)
                                                       (UNAUDITED)

- --------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED:                                           JUNE 30,         MARCH 31,         JUNE 30,
                                                                2003             2003              2002
- --------------------------------------------------------------------------------------------------------------

                                                                                     
CASH PROVIDED BY OPERATING ACTIVITIES                     $   277,581      $      99,052      $     97,528

ADJUSTMENTS:
  CHANGES IN ASSETS AND LIABILITIES                           (51,512)            68,661              (910)
                                                          ------------     -------------      -------------

OPERATING CASH FLOW*                                      $   226,069      $     167,713      $     96,618
                                                          ============     =============      =============



* 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.

                                       7





- -------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED:                                           JUNE 30,         MARCH 31,         JUNE 30,
                                                                2003             2003              2002
- -------------------------------------------------------------------------------------------------------------
                                                                                     
NET INCOME                                                $    82,240      $      71,120      $    25,033

DEFERRED INCOME TAX EXPENSE                                    50,407             43,591           16,686
INTEREST EXPENSE                                               37,773             35,027           24,690
DEPRECIATION AND AMORTIZATION OF OTHER ASSETS                   4,122              3,684            3,652
DEPRECIATION, DEPLETION AND AMORTIZATION OF OIL AND GAS
PROPERTIES                                                     91,570             76,614           50,778

                                                           ----------       ------------       ----------

EBITDA**                                                  $   266,112      $     230,036      $   120,839
                                                          ============     =============      ===========


**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,  income 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:                                           JUNE 30,         MARCH 31,         JUNE 30,
                                                                2003             2003              2002
- -------------------------------------------------------------------------------------------------------------

                                                                                     
CASH PROVIDED BY OPERATING ACTIVITIES                     $   277,581      $      99,052      $   97,528

CHANGES IN ASSETS AND LIABILITIES                             (51,512)            68,661             (910)
INTEREST EXPENSE                                               37,773             35,027           24,690
RISK MANAGEMENT INCOME (LOSS)                                   3,084             27,710             (481)
OTHER NON-CASH ITEMS                                             (814)              (414)              12
                                                          ------------     --------------     ------------

EBITDA                                                    $   266,112      $      230,036     $   120,839
                                                          ============     ===============    ============



                                       8



                                  SCHEDULE "A"

                              CHESAPEAKE'S OUTLOOK


                               AS OF JULY 28, 2003


QUARTER ENDING  SEPTEMBER 30, 2003;  YEAR ENDING  DECEMBER 31, 2003; YEAR ENDING
DECEMBER 31, 2004. We have adopted a policy of periodically  providing investors
with guidance on certain factors that affect our future  financial  performance.
As of July 28, 2003, we are using the following key operating assumptions in our
projections for the third quarter of 2003, full year 2003, and full year 2004.

The primary  changes from our June 24, 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  oil and natural  gas  production for the
   full year 2003 and 2004.
4) We have included third quarter 2003 projections for the first time.




                                                                Quarter Ending           Year Ending            Year Ending
                                                               September 30, 2003      December 31, 2003      December 31, 2004
                                                               ------------------     ------------------     -------------------

                                                                                                    
ESTIMATED PRODUCTION
  Oil - Mbo                                                         1,200                4,700                  4,700
  Gas - Bcf                                                       60.5 - 61.0           230 - 234              249 - 253
  Gas Equivalent - Bcfe                                           67.5 - 68.0           258 - 262              277 - 281
  Daily gas equivalent midpoint - in  Mmcfe                           735                  710                    765
NYMEX PRICES (FOR CALCULATION OF HEDGING EFFECTS ONLY)
  Oil - $/Bo                                                         $25.00                $28.19                 $24.00
  Gas - $/Mcf                                                         $5.43                 $5.79                  $4.50
ESTIMATED DIFFERENTIALS TO NYMEX PRICES
  Oil - $/Bo                                                         -$2.50                -$2.23                 -$2.00
  Gas - $/Mcf                                                        -$0.50                -$0.50                 -$0.50
ESTIMATED HEDGING EFFECTS (BASED ON EXPECTED NYMEX PRICES
ABOVE)
  Oil - $/Bo                                                         +$2.64                -$0.24                 +$2.43
  Gas - $/Mcf                                                        +$0.24                -$0.25                 +$0.29
OPERATING COSTS PER MCFE
  Production expense                                             $0.53 - 0.57         $0.53 - 0.57           $0.57 - 0.60
  Production taxes (generally 6% of O&G revenues)                $0.31 - 0.33         $0.31 - 0.33           $0.27 - 0.30
  General and administrative                                     $0.09 - 0.10         $0.09 - 0.10           $0.09 - 0.10
  DD&A - oil and gas                                             $1.35 - 1.40         $1.35 - 1.40           $1.37 - 1.42
  Depreciation of other assets                                   $0.08 - 0.10         $0.08 - 0.10           $0.08 - 0.10
  Interest expense                                               $0.60 - 0.65         $0.60 - 0.65           $0.55 - 0.60
OTHER INCOME AND EXPENSE PER MCFE (a)
  Marketing and Other income                                     $0.02 - 0.04         $0.02 - 0.04           $0.02 - 0.04

BOOK TAX RATE - ALL DEFERRED                                          38%                  38%                    38%
EQUIVALENT SHARES OUTSTANDING
  Basic                                                            216,000 m            214,000 m               218,000 m
  Diluted                                                          266,000 m            258,000 m               268,000 m

CAPITAL EXPENDITURES:
  Drilling, Land and Seismic                                    $150 - $155 mm       $600 - $650 mm          $600 - $650 mm



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


                                       9



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,  and
     (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.

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   currently  has  in  place  the  following   natural  gas  hedging
arrangements:





                                                                                                        % Hedged
                                                                                              -----------------------------
                                                    Avg.                     Avg. NYMEX                         Open Swap
                                                   NYMEX                       Price                           Positions as
                                                   Strike                    Including         Assuming           a % of
                                      Open         Price       Gain from      Open and           Gas             Estimated
                                     Swaps        of Open        Locked        Locked         Production         Total Gas
                                     in Bcf's      Swaps          Swaps       Positions      in Bcf's of:        Production
                                     -------      -------      ---------      ---------      ------------      ------------
 2003:
- ------
                                                                                               
3rd Qtr                               37.7         $5.45          $0.05          $5.50           60.8               62%

4th Qtr                               38.3         $5.65          $0.07          $5.72           60.9               63%

- ------------------------------------------------------------------------------------------------------------------------------
Remaining 2003                        76.0         $5.55          $0.06          $5.61          121.7               62%
- ------------------------------------------------------------------------------------------------------------------------------






                                       10



                                                                                                        % Hedged
                                                                                              -----------------------------
                                                    Avg.                     Avg. NYMEX                         Open Swap
                                                   NYMEX                       Price                           Positions as
                                                   Strike                    Including         Assuming           a % of
                                      Open         Price       Gain from      Open and           Gas             Estimated
                                     Swaps        of Open        Locked        Locked         Production         Total Gas
                                     in Bcf's      Swaps          Swaps       Positions      in Bcf's of:        Production
                                     -------      -------      ---------      ---------      ------------      ------------

2004:
- ----

                                                                                                  
1st Qtr                               26.4         $6.12          $0.08          $6.20           61.4               43%

2nd Qtr                               17.0         $5.06          $0.00          $5.06           62.3               27%

3rd Qtr                               11.0         $4.92          $0.00          $4.92           63.5               17%

4th Qtr                               11.0         $5.13          $0.00          $5.13           63.8               17%

- -----------------------------------------------------------------------------------------------------------------------------
Total 2004                            65.4         $5.48          $0.03          $5.51          251.0               26%
- -----------------------------------------------------------------------------------------------------------------------------
Total 2005                            40.2        $4.79          $0.00          $4.79          260.0                15%
- -----------------------------------------------------------------------------------------------------------------------------
Total 2006                            25.6        $4.74          $0.00          $4.74          270.0                 9%
- -----------------------------------------------------------------------------------------------------------------------------
Total 2007                            25.6        $4.76          $0.00          $4.76          280.0                 9%
- -----------------------------------------------------------------------------------------------------------------------------



Chesapeake  has also entered  into the  following  natural gas basis  protection
swaps:




                                                                            Assuming Gas
                                 Annual                                Production in Bcf's
                             Volume in Bcf's        NYMEX less:               of:                % Hedged
                             ---------------      --------------      --------------------      ----------

                                                                                        

2003 Remaining                     82.8           $    0.188                 121.7                  68%
2004                              157.4                0.173                 251.0                  63%
2005                              109.5                0.156                 260.0                  42%
2006                               47.5                0.155                 270.0                  18%
2007                               63.9                0.166                 280.0                  23%
2008                               64.0                0.166                 290.0                  22%
2009                               37.0                0.160                 300.0                  12%
                             ---------------      --------------       -------------------      ----------
                                  562.1           $    0.169*              1,772.7                  32%
                             ===============      --------------       ===================      ==========


* weighted average

                                       11


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



                                                            % HEDGED
                                                   -----------------------------
                                                                   Open Swap
                                                     Assuming      Positions
                                         Avg.          Oil           as % of
                           Open         NYMEX       Production       Total
                         Swaps in       Strike      in Mmbo's      Estimated
                           Mmbo's       Price          of:        Production
                         --------       -----       ----------    ----------


Q3 - 2003*                   948         $28.07       1,200           79%
                        ----------- ------------ -------------- --------------

Q4 - 2003*                   948         $28.07       1,200           79%
                        ----------- ------------ -------------- --------------

Remaining 2003             1,896         $28.07       2,400           79%
                        =========== ============ ============== ==============


Q1 - 2004*                   877         $27.76       1,175           75%
                        ----------- ------------ -------------- --------------
                        ----------- ------------ -------------- --------------

Q2 - 2004*                   797         $27.81       1,175           68%
                        ----------- ------------ -------------- --------------
                        ----------- ------------ -------------- --------------

Q3 - 2004*                   644         $27.94       1,175           55%
                        ----------- ------------ -------------- --------------
                        ----------- ------------ -------------- --------------

Q4 - 2004*                   644         $27.94       1,175           55%
                        ----------- ------------ -------------- --------------
                        ----------- ------------ -------------- --------------

TOTAL 2004                 2,962         $27.85       4,700           63%
                        =========== ============ ============== ==============

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


                                       12




                                  SCHEDULE "B"

                CHESAPEAKE'S PREVIOUS OUTLOOK AS OF JUNE 24, 2003
                          (PROVIDED FOR REFERENCE ONLY)


                  NOW SUPERSEDED BY OUTLOOK AS OF JULY 28, 2003



QUARTER  ENDING  JUNE 30,  2003;  YEAR ENDING  DECEMBER  31,  2003;  YEAR ENDING
DECEMBER 31, 2004.
We have adopted a policy of  periodically  providing  investors with guidance on
certain  factors that affect our future  financial  performance.  As of June 24,
2003, we are using the following key operating  assumptions  in our  projections
for the second quarter of 2003, full year 2003, and full year 2004.

The primary  changes from our April 28, 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  oil and natural gas  production  for the
   second  quarter 2003 and full year 2003.
4) We have included 2004 projections for the first time.




                                                                Quarter Ending         Year Ending            Year Ending
                                                                 June 30, 2003     December 31, 2003       December 31, 2004
                                                                ---------------    -----------------       -----------------

ESTIMATED PRODUCTION
                                                                                                    
  Oil - Mbo                                                          1,150                4,500                  4,500
  Gas - Bcf                                                         57 - 58             228 - 233              248 - 253
  Gas Equivalent - Bcfe                                             64 - 65             255 - 260              275 - 280
  Daily gas equivalent midpoint - in  Mmcfe                           710                  705                    760
NYMEX PRICES (FOR CALCULATION OF HEDGING EFFECTS ONLY)
  Oil - $/Bo                                                         $27.40                $27.82                 $24.00
  Gas - $/Mcf                                                         $5.40                 $5.81                  $4.50
ESTIMATED DIFFERENTIALS TO NYMEX PRICES
  Oil - $/Bo                                                         -$2.00                -$1.92                 -$2.00
  Gas - $/Mcf                                                   -$0.50 - $0.60       -$0.50 - $0.60          -$0.50 - $0.60
ESTIMATED HEDGING EFFECTS (BASED ON EXPECTED NYMEX PRICES
ABOVE)
  Oil - $/Bo                                                         +$0.50                +$0.03                 +$0.29
  Gas - $/Mcf                                                        +$0.06                -$0.25                 +$0.18
OPERATING COSTS PER MCFE
  Production expense                                             $0.53 - 0.57         $0.53 - 0.57           $0.57 - 0.60
  Production taxes (generally 7% of O&G revenues)                $0.31 - 0.33         $0.31 - 0.33           $0.27 - 0.30
  General and administrative                                     $0.09 - 0.10         $0.09 - 0.10           $0.09 - 0.10
  DD&A - oil and gas                                             $1.32 - 1.37         $1.32 - 1.37           $1.37 - 1.42
  Depreciation of other assets                                   $0.08 - 0.10         $0.08 - 0.10           $0.08 - 0.10
  Interest expense                                               $0.60 - 0.65         $0.60 - 0.65           $0.55 - 0.60
OTHER INCOME AND EXPENSE PER MCFE (a)
  Marketing and Other income                                     $0.02 - 0.04         $0.02 - 0.04           $0.02 - 0.04

BOOK TAX RATE - ALL DEFERRED                                          38%                  38%                    38%
EQUIVALENT SHARES OUTSTANDING
  Basic                                                            215,000 m            212,000 m               216,000 m
  Diluted                                                          262,000 m            255,000 m               264,000 m

CAPITAL EXPENDITURES:
  Drilling, Land and Seismic                                    $150 - $155 mm       $600 - $650 mm             $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.


                                       13



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, and
     (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.

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.                     Avg. NYMEX                         Open Swap
                                                   NYMEX                       Price                           Positions as
                                                   Strike                    Including         Assuming           a % of
                                      Open         Price       Gain from      Open and           Gas             Estimated
                                     Swaps        of Open        Locked        Locked         Production         Total Gas
                                     in Bcf's      Swaps          Swaps       Positions      in Bcf's of:        Production
                                     -------      -------      ---------      ---------      ------------      ------------

2003:
- ----
                                                                                          
2nd Qtr                               23.0        $4.92          $0.18          $5.10           57.5           40%

3rd Qtr                               32.2        $5.46          $0.03          $5.49           61.0           53%

4th Qtr                               30.1        $5.67          $0.06          $5.73           61.6           49%

- ---------------------------------------------------------------------------------------------------------------------------
Remaining 2003                        85.3        $5.39          $0.08          $5.47          180.1           47%
- ---------------------------------------------------------------------------------------------------------------------------


                                       14




                                                                                                        % Hedged
                                                                                              -----------------------------
                                                    Avg.                     Avg. NYMEX                         Open Swap
                                                   NYMEX                       Price                           Positions as
                                                   Strike                    Including         Assuming           a % of
                                      Open         Price       Gain from      Open and           Gas             Estimated
                                     Swaps        of Open        Locked        Locked         Production         Total Gas
                                     in Bcf's      Swaps          Swaps       Positions      in Bcf's of:        Production
                                     -------      -------      ---------      ---------      ------------      ------------
2004:
- ----

                                                                                             
1st Qtr                               16.4        $6.34          $0.05          $6.39           62.0           26%

2nd Qtr                                7.6        $5.22          $0.00          $5.22           62.3           12%
Bb
3rd Qtr                                2.8        $5.11          $0.00          $5.11           62.7            4%

4th Qtr                                2.8        $5.29          $0.00          $5.29           63.0            4%

- --------------------------------------------------------------------------------------------------------------------------
Total 2004                            29.6        $5.84          $0.03          $5.87          250.0           12%
- --------------------------------------------------------------------------------------------------------------------------
Total 2005                             7.3        $4.99          $0.00          $4.99          260.0            3%
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Total 2006                             7.3        $4.84          $0.00          $4.84          270.0            3%
- --------------------------------------------------------------------------------------------------------------------------
Total 2007                             7.3        $4.84          $0.00          $4.84          280.0            3%
- --------------------------------------------------------------------------------------------------------------------------



Chesapeake  has also entered  into the  following  natural gas basis  protection
swaps:



                                                                             Assuming Gas
                                 Annual                                    Production in Bcf's
                              Volume in Bcf's         NYMEX less:                 of:                 % Hedged
                             ----------------       ----------------       -------------------        --------

                                                                                             
2003 Remaining                    120.0             $      0.188                  180.1                  67%
2004                              157.4                    0.173                  250.0                  63%
2005                              109.5                    0.156                  260.0                  42%
2006                               47.5                    0.155                  270.0                  18%
2007                               63.9                    0.166                  280.0                  23%
2008                               64.0                    0.166                  290.0                  22%
2009                               37.0                    0.160                  300.0                  12%
                            -----------------       ----------------       -------------------        -------
                                  599.3             $      0.169*               1,830.1                  33%
                            =================       ----------------       ===================        =======



* weighted average

                                       15


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



                                                           % Hedged
                                                 -----------------------------
                                                     Assuming      Open Swap
                                         Avg.         Oil          Positions
                            Open        NYMEX       Production      as % of
                          Swaps in      Strike       in Mmbo's      Estimated
                           Mmbo's        Price         of:         Production
                          --------      ------      ----------     -----------

Q3 - 2003*                   948         $28.07       1,145           83%
                        ----------- ------------ -------------- ----------------

Q4 - 2003*                   948         $28.07       1,145           83%
                        ----------- ------------ -------------- ----------------

Remaining 2003             2,715         $28.08       3,440           79%
                        --------------------------------------------------------


Q1 - 2004*                   240         $27.30       1,125           21%
                        --------------------------------------------------------

Q2 - 2004*                   160         $27.30       1,125           14%
                        --------------------------------------------------------

Q3 - 2004*                     0          $0.00       1,125            0%
                        --------------------------------------------------------

Q4 - 2004*                     0          $0.00       1,125            0%
                        --------------------------------------------------------

TOTAL 2004                   400         $27.30       4,500            9%
                        --------------------------------------------------------

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

                                       16