EXHIBIT 99.2
                                                                    ------------


             CHESAPEAKE ENERGY CORPORATION ANNOUNCES $510 MILLION OF
              ACQUISITIONS, ADDS SIGNIFICANTLY TO HEDGING POSITIONS
                     AND INCREASES 2004 PRODUCTION FORECASTS

       AGREEMENTS WITH CONCHO RESOURCES AND TWO OTHERS FURTHER STRENGTHEN
           CHESAPEAKE'S POSITIONS IN THE MID-CONTINENT, PERMIAN BASIN
                         AND ONSHORE GULF COAST REGIONS

       CHESAPEAKE HEDGES 100% OF PROJECTED GAS PRODUCTION VOLUMES FROM THE
    ACQUIRED PROPERTIES AT $5.68 PER MCF FOR 2004 AND $5.37 PER MCF FOR 2005


OKLAHOMA  CITY,  OKLAHOMA,  DECEMBER  22, 2003 - Chesapeake  Energy  Corporation
(NYSE:CHK)  today  announced that it has entered into agreements to acquire $510
million of  Mid-Continent,  Permian Basin and onshore Gulf Coast oil and natural
gas assets through recent agreements to acquire privately-owned Concho Resources
Inc.  for $420  million  and two  smaller  property  acquisitions  totaling  $90
million. In these transactions,  Chesapeake has acquired or agreed to acquire an
internally  estimated 320 billion cubic feet of gas equivalent  proved  reserves
(bcfe),  195 bcfe of probable and possible reserves and current production of 70
million  cubic  feet of  natural  gas  equivalent  production  (mmcfe)  per day.
Chesapeake's  anticipated year-end 2003 proved oil and natural gas reserves, pro
forma for these acquisitions,  are expected to exceed 3.4 trillion cubic feet of
natural gas equivalent (tcfe).

After  allocating $70 million of the purchase  price to  unevaluated  leasehold,
probable  and  possible  reserves,  and  gas  gathering  systems,   Chesapeake's
acquisition  cost per  thousand  cubic feet of gas  equivalent  (mcfe) of proved
reserves will be $1.38.  Including  leasehold and  anticipated  future  drilling
costs for fully  developing  the proved,  probable  and possible  reserves,  the
company estimates that its all-in acquisition cost for the 515 bcfe of estimated
reserves will be $1.59 per mcfe.

The proved reserves have a  reserves-to-production  index of 12.5 years, are 75%
natural gas and are 67% proved  developed.  Initial lease operating  expenses on
the acquired  properties are expected to average $0.56 per mcfe,  which compares
favorably to the $0.52 per mcfe  reported by  Chesapeake  during the first three
quarters  of 2003 and the $0.65 per mcfe  reported by the  company's  peer group
during the first three quarters of 2003.

The Concho  acquisition  is expected to close on January 30, 2004 and is subject
to customary closing conditions.  One of the other two transactions has recently
closed and the other will close in January 2004. The company  intends to finance
the acquisitions using approximately 50% common equity and 50% short-term and/or
long-term borrowings.

                 BACKGROUND INFORMATION ON CONCHO RESOURCES INC.

Concho  Resources Inc. is a  privately-owned  Midland-based  independent oil and
natural gas producer  co-founded by Timothy A. Leach,  Steven L. Beal,  David W.
Copeland  and David A.  Chroback in  association  with New  York-based  Yorktown
Energy Partners and certain other investors. In 2002, Concho acquired the assets
of  Oklahoma   City-based   independent  oil  and  natural  gas  producer  Ricks
Exploration,  Inc., which formed the core of Concho's assets.  Ricks Exploration
was formed in 1984 by Art L. Swanson and Ran Ricks, Jr. and it was the successor
to independent  oil and natural gas  operations  first begun in 1970 in Oklahoma
City by Ran Ricks,  Jr. Over the years,  Ricks and Concho's areas of operational
focus have been primarily in the Permian Basin and the Mid-Continent regions.

In the Mid-Continent region, Chesapeake is the largest natural gas producer with
approximately a 14% market share and daily production of approximately 725 mmcfe
and internally  estimated proved reserves of approximately 2,950 bcfe (pro forma
for today's  transactions).  In the Permian Basin,  Chesapeake  believes it will
rank among the 20 largest producers in the region after completion of the Concho
acquisition.  Pro forma for Concho, Chesapeake estimates its daily production in
the  Permian  Basin will  exceed 75 mmcfe per day and its proved  reserves  will
exceed 350 bcfe.  Chesapeake  believes its ownership of the acquired  properties
will  create  operational  efficiencies,   administrative  expense  savings  and
additional developmental and exploratory drilling opportunities.

The assets acquired in the two smaller  transactions  are located in the Permian
Basin and in the Goliad County,  Texas area of  Chesapeake's  onshore Gulf Coast
region.  In Goliad  County,  Chesapeake has agreed to purchase a 50% interest in
and operations of a large  prospect area in which it had  previously  acquired a
37.5% working interest  through its acquisition of Canaan Energy  Corporation in
2002.





     CHESAPEAKE INCREASES 2004 PRODUCTION GUIDANCE AND ANNOUNCES SIGNIFICANT
             INCREASES IN ITS OIL AND NATURAL GAS HEDGING POSITIONS


To account for the transactions  announced  today,  Chesapeake is increasing its
2004  production  forecast by 9% from a range of 297-303 bcfe (820 mmcfe per day
at the  mid-point)  to a range of 323-329 (890 mmcfe per day at the  mid-point).
Approximately 89% of the company's production is expected to be natural gas with
11% from oil and natural gas liquids.

During the past several weeks,  Chesapeake has  significantly  increased its oil
and natural  gas  hedging  positions  for 2004 and 2005.  During this time,  the
company  has hedged an  additional  108 bcf of natural  gas at an average  NYMEX
price of $5.38 per mcf and an additional 121 mbo at $31.16. The following tables
compare Chesapeake's  projected 2004-2007 oil and natural gas production volumes
that have been  hedged as of  December  19,  2003 to what had been  hedged as of
November 12, 2003:


                    HEDGED POSITIONS AS OF DECEMBER 19, 2003
                                 Oil                        Natural Gas
                   ------------------------------   ---------------------------
QUARTER OR YEAR      % Hedged          $ NYMEX        % Hedged       $ NYMEX
- ---------------    --------------   -------------   -------------  ------------
2004 1Q                88%             $28.58            98%         $5.97
2004 2Q                88%             $28.81            74%         $4.97
2004 3Q                72%             $28.75            59%         $4.89
2004 4Q                63%             $28.46            47%         $5.08
- ---------------    -------------    -------------   -------------  ------------
2004 Total             78%             $28.66            69%         $5.32
===============    ==============   =============   =============  ============
2005                    -                 -              27%         $5.04
2006                    -                 -              11%         $4.88
2007                    -                 -               8%         $4.76


                    HEDGED POSITIONS AS OF NOVEMBER 12, 2003
                                 Oil                        Natural Gas
                   ------------------------------   ---------------------------
QUARTER OR YEAR      % Hedged         $ NYMEX          % Hedged      $ NYMEX
- ---------------    --------------   -------------   -------------  ------------
2004 1Q                100%           $28.58              70%        $5.93
2004 2Q                 99%           $28.62              58%        $4.95
2004 3Q                 91%           $28.75              47%        $4.84
2004 4Q                 84%           $28.46              37%        $4.99
- --------------     --------------   -------------   -------------  ------------
2004 Total              94%           $28.61              53%        $5.25
==============     ==============   =============   =============  ============
2005                     -               -                16%        $4.82
2006                     -               -                 9%        $4.74
2007                     -               -                 8%        $4.76

Depending  on changes in oil and natural gas  futures  markets and  management's
view of underlying oil and natural gas supply and demand trends,  Chesapeake may
either  increase or decrease  its  hedging  positions  at any time in the future
without notice.


                               MANAGEMENT COMMENTS

Aubrey K. McClendon,  Chesapeake's Chief Executive Officer, commented,  "Today's
announcements  provide  further  evidence of our ongoing  commitment to creating
industry-leading  shareholder  value through a sharp  strategic focus on further
consolidation  of high-quality oil and natural gas assets and on identifying and
executing  opportunistic hedging  opportunities.  Today's announced acquisitions
fit very well with our existing Mid-Continent  stronghold and further strengthen
our growing  Permian Basin and onshore Gulf Coast asset  holdings.  In addition,
these  transactions  are  consistent  with  Chesapeake's  business  strategy  of
creating value by delivering  profitable  organic growth from our  developmental
and  exploratory  drilling  programs and by acquiring and  developing  low-cost,
long-lived, under-exploited oil and natural gas assets.

In addition, the dramatic increase in oil and natural gas prices during the past
few  weeks has given us the  ability  to  lock-in  100% of our  anticipated  gas
production  volumes  from  today's  acquisitions  at prices well above the price
decks we used to  purchase  these  properties.  In this  time of  tight  oil and
natural gas markets,  we believe  accretive  returns to our  shareholders can be
generated  from  acquisitions  by being  willing and able to hedge the  acquired
production  volumes at very attractive  prices during periodic price spikes.  We
believe  our  focused  acquisitions  of  high-quality   properties  followed  by
opportunistic  hedging and combined with our value-added  drilling programs will
continue to be a winning strategy for our shareholders in the years ahead."


                                       2



                           CONFERENCE CALL INFORMATION

A conference call has been scheduled for this morning, December 22, 2003 at 9:00
a.m.  EST to discuss  this press  release.  The  telephone  number to access the
conference call is 913.981.5518 and the passcode is 209876.  For those unable to
participate in the  conference  call, a replay will be available from 12:00 p.m.
EST on Monday,  December  22, 2003 through  midnight EST on Tuesday,  January 6,
2004. The number to access the conference  call replay is  719.457.0820  and the
passcode  is 209876.  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/A 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  INDEPENDENT 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 AND INTEREST RATE 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.

THE  SECURITIES  AND EXCHANGE  COMMISSION  HAS  GENERALLY  PERMITTED OIL AND GAS
COMPANIES,  IN THEIR FILINGS WITH THE SEC, TO DISCLOSE ONLY PROVED RESERVES THAT
A COMPANY HAS DEMONSTRATED BY ACTUAL PRODUCTION OR CONCLUSIVE FORMATION TESTS TO
BE ECONOMICALLY  AND LEGALLY  PRODUCIBLE  UNDER EXISTING  ECONOMIC AND OPERATING
CONDITIONS.  WE USE THE  TERMS  "PROBABLE"  AND  "POSSIBLE"  RESERVES  OR  OTHER
DESCRIPTIONS OF VOLUMES OF RESERVES  POTENTIALLY  RECOVERABLE THROUGH ADDITIONAL
DRILLING OR RECOVERY  TECHNIQUES THAT THE SEC'S  GUIDELINES MAY PROHIBIT US FROM
INCLUDING  IN FILINGS  WITH THE SEC.  THESE  ESTIMATES  ARE BY THEIR NATURE MORE
SPECULATIVE  THAN ESTIMATES OF PROVED  RESERVES AND  ACCORDINGLY  ARE SUBJECT TO
SUBSTANTIALLY GREATER RISK OF BEING ACTUALLY REALIZED BY THE COMPANY.

CHESAPEAKE ENERGY CORPORATION IS ONE OF THE SIX LARGEST INDEPENDENT U.S. NATURAL
GAS PRODUCERS.  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




                                  SCHEDULE "A"

                  CHESAPEAKE'S OUTLOOK AS OF DECEMBER 22, 2003

QUARTER ENDING MARCH 31, 2004;  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 December 22,
2003, we are using the  following key  assumptions  in our  projections  for the
first quarter of 2004 and the full-year 2004.

The primary  changes from our November 12, 2003 guidance are in italicized  bold
and are explained as follows:

     1)   We have  increased  our  production  forecasts  to  reflect  the three
          acquisitions announced today.
     2)   We have  updated the  projected  effects  from  changes in our hedging
          positions.
     3)   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 2004 oil and natural gas prices.
     4)   We have included the pro forma  effects of additional  equity and debt
          issuance to fund the acquisitions announced today.



                                                        Quarter Ending        Year Ending
                                                        MARCH 31, 2004      DECEMBER 31, 2004
                                                        --------------      -----------------

                                                                          
  Estimated Production:
  Oil - Mbo                                                  1,450                5,800
  Gas - Bcf                                                  69 - 70            288 - 294
  Gas Equivalent - Bcfe                                      78 - 79            323 - 329
  Daily gas equivalent midpoint - in  Mmcfe                    875                 890
NYMEX Prices
(for calculation of realized hedging effects only):
  Oil - $/Bo                                                 $25.00               $25.00
  Gas - $/Mcf                                                $ 4.50                $4.50
Estimated Differentials to NYMEX Prices:
  Oil - $/Bo                                                 -$2.50               -$2.50
  Gas - $/Mcf                                                -$0.60               -$0.60
Estimated Realized Hedging Effects
(based on expected NYMEX prices above):
  Oil - $/Bo                                                 +$3.13               +$2.72
  Gas - $/Mcf                                                +$1.48               +$0.68
Operating Costs per Mcfe of Projected Production:
  Production expense                                      $0.55 - 0.60          $0.55 - 0.60
  Production taxes (generally 7% of O&G revenues)         $0.25 - 0.29          $0.25 - 0.29
  General and administrative                              $0.10 - 0.11          $0.10 - 0.11
  DD&A - oil and gas                                      $1.42 - 1.46          $1.42 - 1.46
  Depreciation of other assets                            $0.07 - 0.09          $0.07 - 0.09
  Interest expense(a)                                     $0.49 - 0.53          $0.49 - 0.53
Other Income and Expense per Mcfe: (b)
  Marketing and other income                              $0.02 - 0.04          $0.02 - 0.04

Book Tax Rate                                                  38%                  38%
Equivalent Shares Outstanding:
  Basic                                                    240,000 m             244,000 m
  Diluted                                                  300,000 m             302,000 m

Capital Expenditures:
  Drilling, Land and Seismic                              $175 - $195 mm        $725 - $775 mm



(a) Does not include  gains or losses on interest rate  derivatives  (SFAS 133).
(b) Does not include  the  cumulative  effect of the  adoption of SFAS 143 as of
    January 1, 2003.

                                       4


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)  For swap  instruments,  we  receive a fixed  price for the hedged
               commodity  and pay a floating  market  price,  as defined in each
               instrument, to the counterparty.  The fixed-price payment and the
               floating-price payment are netted,  resulting in a net amount due
               to or from the counterparty.

         (ii) For cap-swaps,  Chesapeake  receives  a fixed  price  and  pays a
               floating  market  price.  The fixed price  received by Chesapeake
               includes  a  premium  in  exchange  for  a  "cap"   limiting  the
               counterparty's  exposure.  In other  words,  there is no limit to
               Chesapeake's  exposure  but  there  is a  limit  to the  downside
               exposure of the counterparty.

          (iii)Basis protection  swaps are  arrangements  that guarantee a price
               differential of oil or gas  from  a  specified  delivery  point.
               Chesapeake  receives a payment from the counterparty if the price
               differential is greater than the stated terms of the contract and
               pays the counterparty if the price  differential is less than the
               stated terms of the contract.

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, lock
in the gain or loss on the transaction.

Chesapeake  enters into oil and natural gas derivative  transactions in order to
mitigate a portion of its exposure to adverse  market changes in oil and natural
gas  prices.  Accordingly,   associated  gains  or  loses  from  the  derivative
transactions  are reflected as  adjustments  to oil and gas sales.  All realized
gains and losses from oil and natural gas  derivatives  are  included in oil and
gas sales in the month of  related  production.  Pursuant  to SFAS 133,  certain
derivatives do not qualify for  designation as cash flow hedges.  Changes in the
fair  value  of  these  non-qualifying  derivatives  that  occur  prior to their
maturity  (i.e.  because  of  temporary  fluctuations  in  value)  are  reported
currently  in the  consolidated  statement of  operations  as  unrealized  gains
(losses) within oil and gas sales.

Following  provisions  of SFAS  133,  changes  in the fair  value of  derivative
instruments  designated  as  cash  flow  hedges,  to  the  extent  effective  in
offsetting  cash  flows  attributable  to hedged  risk,  are  recorded  in other
comprehensive income until the hedged item is recognized in earnings. Any change
in fair value resulting from  ineffectiveness is recognized currently in oil and
natural gas sales.

                                       5


The Company currently has in place the following natural gas swaps:


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

                                                                                        
2004:
- -----
1st Qtr             69.5          $5.94            $0.03             $5.97              70.9              98%
2nd Qtr             52.8          $4.97            $0.00             $4.97              71.9              74%
3rd Qtr             43.2          $4.89            $0.00             $4.89              73.6              59%
4th Qtr             35.0          $5.08            $0.00             $5.08              74.6              47%
- ---------------------------------------------------------------------------------------------------------------------
Total 2004         200.5          $5.31            $0.01             $5.32             291.0              69%
=====================================================================================================================

=====================================================================================================================
Total 2005          82.1          $5.04            $0.00             $5.04             300.0              27%
=====================================================================================================================

=====================================================================================================================
Total 2006          32.9          $4.88            $0.00             $4.88             310.0              11%
=====================================================================================================================

=====================================================================================================================
Total 2007          25.6          $4.76            $0.00             $4.76             320.0               8%
- ---------------------------------------------------------------------------------------------------------------------

=====================================================================================================================
TOTALS
- ---------------------------------------------------------------------------------------------------------------------
2004-2007          341.1          $5.16            $0.01             $5.17           1,220.0              28%
=======================================================================================================================

                                       5

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
                   ---------------   ------------   -------------------   ------
2004                  157.4             0.173             291.0            54%
2005                  109.5             0.156             300.0            37%
2006                   47.5             0.155             310.0            15%
2007                   63.9             0.166             320.0            20%
2008                   64.0             0.166             330.0            19%
2009                   37.0             0.160             340.0            11%
                   ---------------   ------------   -------------------   ------
Totals                479.3          $  0.164*          1,891.0            25%
                   ===============   ============   ===================   ======
*weighted average

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

                                                 % Hedged
                                         --------------------------
                                         Assuming       Open Swap
                                 Avg.       Oil        Positions as
                     Open       NYMEX    Production    % of Total
                   Swaps in    Strike    in Mmbo's      Estimated
                    Mmbo's     Price       of:         Production
                   --------    ------    ----------    -----------
     Q1 - 2004*    1,270      $28.58       1,450           88%

     Q2 - 2004*    1,282      $28.86       1,450           88%

     Q3 - 2004*    1,044      $28.75       1,450           72%

     Q4 - 2004*      920      $28.46       1,450           63%
                   ------------------------------------------------
     Total 2004    4,516      $28.68       5,800           78%
                   ================================================

*Swaps with a knockout price of $21.00, with the exception of 2,000 bopd in 2004
with a knockout  price of $24.00,  with an  additional  1,000 bopd in Q2 2004 at
$24,  1,000 bopd in Q3 and Q4 2004 with a knockout  price of $23.00,  2,000 bopd
for 1/04 and 3-8/04 at a knockout  price of $22.00,  and 3,000 bopd in 2/04 at a
knockout price of $22.00.


                                       6



                                  SCHEDULE "B"

              CHESAPEAKE'S PREVIOUS OUTLOOK AS OF NOVEMBER 12, 2003
                          (PROVIDED FOR REFERENCE ONLY)

                NOW SUPERSEDED BY OUTLOOK AS OF DECEMBER 22, 2003


QUARTER ENDING  DECEMBER 31, 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 November 12, 2003, we are using the following key operating assumptions in
our  projections  for the fourth quarter of 2003,  full year 2003, and full year
2004.

The primary  changes from our October 30, 2003 guidance are in  italicized  bold
and are explained as follows:

1) We are including the effects of recently  announced  capital  transactions on
interest expense and share count. 2) We have updated the projected  effects from
changes in our hedging  positions.  3) 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 or 2004 oil and natural gas prices.



                                                           Quarter Ending            Year Ending             Year Ending
                                                         DECEMBER 31, 2003(c)       DECEMBER 31, 2003      DECEMBER 31, 2004
                                                         --------------------       -----------------      -----------------
                                                                                                  
Estimated Production:
  Oil - Mbo                                                    1,200                     4,700                  4,700
  Gas - Bcf                                                  66.8-67.3                 241 - 242             269 - 275
  Gas Equivalent - Bcfe                                      74.0-74.5                 269 - 270             297 - 303
  Daily gas equivalent midpoint - in  Mmcfe                     807                       738                   820
NYMEX Prices
(for calculation of realized hedging effects only):
  Oil - $/Bo                                                   $27.45                     $30.11                $24.00
  Gas - $/Mcf                                                   $4.47                      $5.36                 $4.25
Estimated Differentials to NYMEX Prices:
  Oil - $/Bo                                                  -$2.50                      -$2.11                -$2.50
  Gas - $/Mcf                                                 -$0.60                      -$0.55                -$0.60
Estimated Realized Hedging Effects
(based on expected NYMEX prices above):
  Oil - $/Bo                                                  +$1.47                      -$1.52                +$4.22
  Gas - $/Mcf                                                 +$1.02                      +$0.01                +$0.65
Operating Costs per Mcfe of Projected Production:
  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                                       $1.38 - 1.40               $1.38 - 1.40           $1.40 - $1.45
  Depreciation of other assets                             $0.08 - 0.10               $0.08 - 0.10           $0.08 - $0.10
  Interest expense(a)                                      $0.50 - 0.55               $0.55 - 0.60           $0.45 - $0.50
Other Income and Expense per Mcfe: (b)
  Marketing and other income                               $0.02 - 0.04               $0.02 - 0.04           $0.02 - $0.04

Book Tax Rate                                                   38%                        38%                    38%
Equivalent Shares Outstanding:
  Basic                                                      217,000 m                 212,000 m              220,000 m
  Diluted                                                    273,000 m                 258,000 m              280,000 m

Capital Expenditures:
  Drilling, Land and Seismic                              $175 - $200 mm             $675 - $725 mm         $675 - $725 mm


   (a) Does not include gains or losses on interest rate derivatives (SFAS 133).
   (b) Does not include the cumulative effect of the adoption of SFAS 143 as of
       January 1, 2003.
   (c) Does not include charges to be taken in current quarter related to debt
       tender.


                                       7



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) For swap  instruments,  we  receive  a fixed  price  for the
                    hedged commodity and pay a floating market price, as defined
                    in each  instrument,  to the  counterparty.  The fixed-price
                    payment and the floating-price payment are netted, resulting
                    in a net  amount  due to or from the  counterparty.

               (ii) For cap-swaps,  Chesapeake receives a fixed price and pays a
                    floating   market  price.   The  fixed  price   received  by
                    Chesapeake  includes  a  premium  in  exchange  for a  "cap"
                    limiting the counterparty's  exposure. In other words, there
                    is no limit to Chesapeake's exposure but there is a limit to
                    the downside exposure of the counterparty.

              (iii) Basis  protection  swaps are  arrangements  that guarantee a
                    price  differential of oil or gas from a specified  delivery
                    point.  Chesapeake  receives a payment from the counterparty
                    if the price  differential  is greater than the stated terms
                    of the  contract  and pays  the  counterparty  if the  price
                    differential is less than the stated terms of the contract.

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, lock
in the gain or loss on the transaction.

Chesapeake  enters into oil and natural gas derivative  transactions in order to
mitigate a portion of its exposure to adverse  market changes in oil and natural
gas  prices.  Accordingly,   associated  gains  or  loses  from  the  derivative
transactions  are reflected as  adjustments  to oil and gas sales.  All realized
gains and losses from oil and natural gas  derivatives  are  included in oil and
gas sales in the month of  related  production.  Pursuant  to SFAS 133,  certain
derivatives do not qualify for  designation as cash flow hedges.  Changes in the
fair  value  of  these  non-qualifying  derivatives  that  occur  prior to their
maturity  (i.e.  because  of  temporary  fluctuations  in  value)  are  reported
currently  in the  consolidated  statement of  operations  as  unrealized  gains
(losses) within oil and gas sales.

Following  provisions  of SFAS  133,  changes  in the fair  value of  derivative
instruments  designated  as  cash  flow  hedges,  to  the  extent  effective  in
offsetting  cash  flows  attributable  to hedged  risk,  are  recorded  in other
comprehensive income until the hedged item is recognized in earnings. Any change
in fair value resulting from  ineffectiveness is recognized currently in oil and
natural gas sales.


                                       8

The Company currently has in place the following natural gas swaps:



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

                                                                                          
2003:
- -----
4th Qtr             55.4           $5.59           $0.05             $5.64             67.0                83%

2004:
- -----
1st Qtr             47.3           $5.89           $0.04             $5.93             67.6                70%
2nd Qtr             39.1           $4.95           $0.00             $4.95             67.6                58%
3rd Qtr             32.2           $4.84           $0.00             $4.84             68.4                47%
4th Qtr             25.2           $4.99           $0.00             $4.99             68.4                37%
- ------------------------------------------------------------------------------------------------------------------------
Total 2004         143.8           $5.24           $0.01             $5.25            272.0                53%
========================================================================================================================

========================================================================================================================
Total 2005          45.6           $4.82           $0.00             $4.82            282.0                16%
========================================================================================================================

========================================================================================================================
Total 2006          25.6           $4.74           $0.00             $4.74            292.0                 9%
========================================================================================================================

========================================================================================================================
Total 2007          25.6           $4.76           $0.00             $4.76            302.0                 8%
- ------------------------------------------------------------------------------------------------------------------------

========================================================================================================================
TOTALS
- ------------------------------------------------------------------------------------------------------------------------
2003-2007          296.0           $5.16           $0.01             $5.17            1,215                24%
========================================================================================================================


                                       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          41.4         $    0.190             67.0           62%
2004                   157.4              0.173            272.0           58%
2005                   109.5              0.156            282.0           39%
2006                    47.5              0.155            292.0           16%
2007                    63.9              0.166            302.0           21%
2008                    64.0              0.166            312.0           21%
2009                    37.0              0.160            322.0           11%
                   ---------------    -----------      ----------------  ------
Totals                 520.7         $    0.167*         1,849.0           28%
                   ===============   ============    ================    ======
* weighted average


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

                                                 % Hedged
                                         --------------------------
                                         Assuming       Open Swap
                                 Avg.       Oil        Positions as
                     Open       NYMEX    Production    % of Total
                   Swaps in    Strike    in Mmbo's      Estimated
                    Mmbo's     Price       of:         Production
                   --------    ------    ----------    ------------
     Q4 - 2003*    1,223       $28.69       1,225          100%
                   ------------------------------------------------

     Q1 - 2004*    1,270      $28.58       1,275           100%

     Q2 - 2004*    1,161      $28.62       1,175            99%

     Q3 - 2004*    1,044      $28.75       1,150            91%

     Q4 - 2004*      920      $28.46       1,100            84%
                   ------------------------------------------------
     Total 2004    4,395      $28.61       4,700            94%
                   ================================================

*Swaps with a knockout price of $21.00, with the exception of 2,000 bopd in 2004
with a knockout  price of  $24.00,  1,000 bopd in Q3 and Q4 2004 with a knockout
price of $23.00,  1,000 bopd in Q4 2003 with a knockout  price of $26.00,  3,000
bopd for 11/03 and 12/03 at a knockout price of $22.00,  2,000 bopd for 1/04 and
3-8/04 at a knockout price of $22.00, and 3,000 bopd in 2/04 at a knockout price
of $22.00.

                                       10