EXHIBIT 99.1
                                                                   ------------


          CHESAPEAKE ENERGY CORPORATION POSTS STRONG RESULTS FOR 2003;
         OIL AND NATURAL GAS PRODUCTION AND PROVED RESERVES SET RECORDS

 COMPANY REPORTS FOURTH QUARTER 2003 NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
       OF $62 MILLION ON REVENUE OF $457 MILLION AND PRODUCTION OF 73 BCFE

  COMPANY REPORTS FULL-YEAR 2003 NET INCOME AVAILABLE TO COMMON SHAREHOLDERS OF
      $291 MILLION ON REVENUE OF $1.717 BILLION AND PRODUCTION OF 268 BCFE

  PROVED RESERVES INCREASE 1.0 TCFE TO REACH 3.2 TCFE, RESERVE REPLACEMENT RATE
       EXCEEDS 450%, FINDING AND ACQUISITION COSTS AVERAGE $1.36 PER MCFE


OKLAHOMA  CITY,  OKLAHOMA,  FEBRUARY  23, 2004 - Chesapeake  Energy  Corporation
(NYSE:  CHK) today  reported its financial and operating  results for the fourth
quarter of 2003 and for the full-year 2003. For the fourth  quarter,  Chesapeake
generated net income  available to common  shareholders  of $62.4 million ($0.25
per fully diluted common share),  operating cash flow of $262.4 million (defined
as cash flow from operating activities before changes in assets and liabilities)
and ebitda of $257.8  million  (defined as income before income taxes,  interest
expense,  and  depreciation,  depletion and amortization  expense) on revenue of
$456.7 million.

For the full-year  2003,  Chesapeake  generated  net income  available to common
shareholders of $290.5 million ($1.21 per fully diluted common share), operating
cash flow of $903.9  million  (defined  as cash flow from  operating  activities
before  changes  in assets  and  liabilities)  and  ebitda of  $1,041.6  million
(defined as income  before  income  taxes and  cumulative  effect of  accounting
change, interest expense, and depreciation,  depletion and amortization expense)
on revenue of $1,717.4 million.

The company's  fourth quarter and full-year 2003 net income  available to common
shareholders and ebitda include various items that are typically not included in
published  estimates of the company's  financial  results by certain  securities
analysts. Such items and their after-tax effects on fourth quarter and full-year
reported results are described as follows:

     o    an  unrealized  mark-to-market  loss of $15.1  million  for the fourth
          quarter and a $2.5 million gain for the full-year  resulting  from the
          company's oil and natural gas and interest rate hedging programs,

     o    a  $12.9  million  loss  from  the  early  extinguishment  of  certain
          Chesapeake debt securities,

     o    a $3.3 million  loss for the fourth  quarter and $4.0 million loss for
          the  full-year  related to the  settlement  of certain  royalty  owner
          litigation, and

     o    a $1.2  million  loss  from  the  final  impairment  of the  company's
          investment in the securities of Seven Seas Petroleum Inc.

Without  these  items,  Chesapeake's  net income to common  shareholders  in the
fourth  quarter of 2003 would have been $94.9  million  ($0.37 per fully diluted
common  share) and ebitda would have been $309.1  million.  Without these items,
Chesapeake's net income to common shareholders for the full year 2003 would have
been $306.1 million ($1.27 per fully diluted common share) and ebitda would have
been $1,060.2  million.  The foregoing  items do not affect the  calculation  of
operating cash flow.





            PRODUCTION AND REVENUE REALIZATIONS RISE TO RECORD LEVELS

Production for the fourth quarter of 2003 was 73.3 billion cubic feet of natural
gas  equivalent  (bcfe),  an increase of 23.8 bcfe,  or 48%,  over the 49.5 bcfe
produced in the 2002 fourth  quarter and an increase of 2.3 bcfe, or 3.3%,  over
the 71.0 produced in the 2003 third quarter. The 2003 fourth quarter's 73.3 bcfe
of production was comprised of 66.3 billion cubic feet of natural gas (bcf) (90%
on a natural gas  equivalent  basis) and 1.2 million  barrels of oil and natural
gas liquids (mmbo) (10% on a natural gas equivalent basis). Chesapeake's average
daily  production rate for the quarter was 797 million cubic feet of natural gas
equivalent production (mmcfe),  consisting of 721 mmcf of gas and 12,663 barrels
of oil and natural gas liquids.

Oil and natural gas  production for the full-year 2003 was 268 bcfe, an increase
of 87  bcfe,  or 48%,  over the 181 bcfe  produced  in 2002.  Of this 87 bcfe in
year-over-year   production  growth,  36  bcfe  was  generated  from  internally
generated organic drillbit growth while 51 bcfe was generated from acquisitions.
This makes the  company's  organic  growth rate during 2003 20%,  well above the
company's  forecasted  organic  growth  rate of 5% and  among  the top 3 organic
growth performances reported by public mid- and large-cap E&P companies.

Chesapeake has increased its production  for 14  consecutive  years,  one of the
best track records in the  industry.  In addition,  the 2003 fourth  quarter was
Chesapeake's tenth consecutive quarter of sequential  production growth.  During
the past ten quarters, Chesapeake's production has increased 87%, for an average
sequential quarterly growth rate of 6.5% and an annualized growth rate of 28.1%.

Average prices realized during the 2003 fourth quarter (including realized gains
or losses from oil and gas derivatives, but excluding unrealized gains or losses
on such  derivatives)  were $23.76 per barrel of oil (bo) and $5.15 per thousand
cubic feet of natural gas (mcf),  for a realized gas  equivalent  price of $5.03
per thousand cubic feet of natural gas equivalent (mcfe).  Chesapeake's realized
pricing  differentials to NYMEX during the quarter averaged a negative $2.42 per
bo and a  negative  $0.47  per  mcf.  Realized  gains  or  losses  from  hedging
activities  generated  a $2.69 loss per bo and a $0.90 gain per mcf,  for a 2003
fourth quarter realized hedging gain of $56.6 million.

Average prices realized  during the full-year 2003 (including  realized gains or
losses from oil and gas derivatives, but excluding unrealized gains or losses on
such  derivatives)  were  $25.85 per bo and $4.85 per mcf,  for a  realized  gas
equivalent price of $4.79 per mcfe.  Chesapeake's realized pricing differentials
to NYMEX during the year averaged a negative  $2.25 per bo and a negative  $0.54
per mcf. Realized losses from hedging  activities  generated a $2.58 loss per bo
and a $0.02 loss per mcf, for a 2003  full-year  realized  hedging loss of $17.4
million.


                                       2



          KEY OPERATIONAL AND FINANCIAL STATISTICS FOR THE 2003 FOURTH
                       QUARTER AND FOR THE FULL-YEAR 2003

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

                                                        THREE MONTHS ENDED:
                                                        -------------------
                                                  12/31/03   9/30/03   12/31/02
                                                  --------   -------   --------

Average daily production (in mmcfe)                  797        772      538
Gas as % of total production                          90         90       89
Natural gas production (in bcf)                     66.3       63.7     43.9
Average realized gas price ($/mcf) (a)              5.15       4.92     4.00
Oil production (in mbbls)                          1,165      1,216      941
Average realized oil price ($/bo) (a)              23.76      26.20    24.67
Natural gas equivalent production (in bcfe)         73.3       71.0     49.5
Gas equivalent realized price ($/mcfe) (a)          5.03       4.86     4.01
General and administrative costs ($/mcfe)            .10        .07      .11
Production taxes ($/mcfe)                            .28        .30      .21
Lease operating expenses ($/mcfe)                    .49        .51      .54
Interest expense ($/mcfe) (a)                        .51        .53      .63
DD&A of oil and gas properties ($/mcfe)             1.41       1.38     1.28
Operating cash flow ($ in millions) (b)            262.4      247.7    128.2
Operating cash flow ($/mcfe)                        3.58       3.49     2.59
Ebitda ($ in millions) (c)                         257.8      285.3    145.0
Ebitda ($/mcfe)                                     3.52       4.02     2.93
Net income to common shareholders                   62.4       81.9     23.7
  ($ in millions)

     (a)  includes the effects of realized  gains or (losses) from hedging,  but
          does not  include  the effects of  unrealized  gains or (losses)  from
          hedging
     (b)  defined as 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

In addition, the table below summarizes  Chesapeake's key statistics during 2003
and compares them to the prior two years' results:


                                                          YEAR ENDED:
                                                 2/31/03   12/31/02    12/31/01
Average daily production (in mmcfe)                  735        497        442
Gas as % of total production                          90         89         89
Natural gas production (in bcf)                    240.4      160.7      144.2
Average realized gas price ($/mcf) (a)              4.85       3.54       4.56
Oil production (in mbbls)                          4,665      3,466      2,880
Average realized oil price ($/bbl) (a)             25.85      25.22      26.92
Natural gas equivalent production (in bcfe)        268.4      181.5      161.5
Gas equivalent realized price ($/mcfe) (a)          4.79       3.61       4.56
General and administrative costs ($/mcfe)            .09        .10        .09
Production taxes ($/mcfe)                            .29        .17        .20
Lease operating expenses ($/mcfe)                    .51        .54        .47
Interest expense ($/mcfe) (a)                        .55        .61        .61
DD&A of oil and gas properties ($/mcfe)             1.38       1.22       1.07
Operating cash flow ($ in millions) (b)            903.9      412.5      518.6
Operating cash flow ($/mcfe)                        3.37       2.27       3.21
Ebitda ($ in millions) (c)                       1,041.6      414.4      641.6
Ebitda ($/mcfe)                                     3.88       2.28       3.97
Net income to common shareholders                  290.5       30.2      215.4
  ($ in millions)

     (a)  includes the effects of realized  gains or (losses) from hedging,  but
          does not  include  the effects of  unrealized  gains or (losses)  from
          hedging
     (b)  defined as cash flow provided by operating  activities  before changes
          in assets and liabilities
     (c)  defined  as  income  before  income  taxes  and  cumulative  effect of
          accounting change,  interest expense, and depreciation,  depletion and
          amortization expense



                                       3


    CHESAPEAKE REPORTS EXCELLENT 2003 RESERVE REPLACEMENT AND FINDING COSTS;
                 PROVED RESERVES REACH RECORD LEVEL OF 3.5 TCFE
                   (PRO FORMA FOR JANUARY 2004 TRANSACTIONS)


Chesapeake began 2003 with estimated proved reserves of 2,205 bcfe and ended the
year with 3,169  bcfe,  an  increase of 964 bcfe,  or 44%.  Taking into  account
production of 268 bcfe,  reserve  replacement during the year was 1,232 bcfe, or
459%, at a finding and acquisition cost of $1.36 per mcfe.

Of the 1,232 bcfe of proved reserve additions,  acquisitions added 805 bcfe at a
cost of $1.38 per mcfe and drilling,  including  positive  revisions to previous
estimates,  added 438 bcfe for a reserve  replacement rate from drilling of 167%
at a cost of $1.32 per mcfe.  Proved  reserves  sold during the year  totaled 11
bcfe at a price of $2.07 per mcfe.  A complete  reconciliation  of  finding  and
acquisition  cost information and a roll forward of proved reserves is presented
on page 10 of this release.

During  2003,  the  company  drilled  442  gross  operated  wells  (352 net) and
participated  in another 641 gross wells (104 net) operated by other  companies.
Chesapeake's  drilling  costs  were $438  million  for  operated  wells and $140
million for non-operated  wells. The company's success rate was 96% for operated
wells and 95% for non-operated wells.

Of the company's  estimated  proved  reserves at year-end  2003, 74% were proved
developed  compared  to 74% in 2002 and 71% in 2001.  In  addition,  74% of this
year's  estimated  proved  reserves  were  prepared by  independent  third-party
reservoir  engineers  (primarily Ryder Scott Company  Petroleum  Consultants and
Netherland, Sewell & Associates, Inc.) compared to 73% in 2002 and 71% in 2001.

As of  December  31,  2003,  the  company's  estimated  future  net  cash  flows
discounted   at  10%  before  taxes   (PV-10)  were  $7.3  billion  using  field
differential  adjusted  prices of $30.22 per bo (based on a NYMEX year-end price
of $32.47  per bo) and $5.68 per mcf (based on a NYMEX  year-end  price of $5.97
per mcf). Last year's PV-10 was $3.72 billion using field differential  adjusted
prices of $30.18 per bo (based on a NYMEX  year-end  price of $31.25 per bo) and
$4.28 per mcf (based on a NYMEX year-end price of $4.60 per mcf).

The  foregoing   year-end   amounts  do  not  include  the  effects  of  several
acquisitions  closed in  January  2004.  Pro forma for these  acquisitions,  the
company's proved reserves at year-end 2003 were 3,474 bcfe and had a PV-10 value
of $7.9 billion.

             SIGNIFICANT BALANCE SHEET IMPROVEMENT CONTINUED IN 2003

During the year,  Chesapeake  continued  its  consistent  focus on improving the
strength of its balance sheet.  At the beginning of the year, the company's debt
as a  percentage  of total  capitalization  was 65% and debt per proved mcfe was
$0.75 per mcfe. By year-end 2003 (pro forma for the reserves acquired in January
2004 and the related  financings and debt exchanges  completed in January 2004),
the company's debt as a percentage of total  capitalization had decreased to 53%
and debt per proved mcfe had decreased to $0.65 per mcfe,  reductions of 18% and
13%,  respectively.  Key goals of management  are to reduce debt to below 50% of
total capitalization and debt per mcfe of proved reserves to below $0.60.

Additionally,  through a series of recently completed debt exchanges, Chesapeake
has extended the average  maturity of its long-term  debt to over nine years and
reduced its average interest rate to 7.7%. The company's secured credit facility
is currently  rated as  investment  grade by at least one rating  agency and the
company believes its present business  strategy will lead to an investment grade
credit rating for its unsecured debt in the years ahead.


                                       4


      CHESAPEAKE UPDATES 2004 PRODUCTION FORECASTS AND HEDGING INFORMATION

Chesapeake's  updated  2004 first  quarter  and  full-year  2004  forecasts  are
attached to this release in an Outlook dated February 23, 2004 labeled  Schedule
"A".  This  Outlook has been changed  from the Outlook  dated  December 22, 2003
(attached as Schedule "B" for investors'  convenience)  to reflect minor changes
from the Outlook dated December 22. In addition,  investors  should note that 75
mmcfe per day of  production  acquired  in January  2004 will not be  recognized
until February 1, 2004 rather than on the previously  assumed  effective date of
January 1, 2004. As a  consequence,  Chesapeake  expects that its production for
the first  quarter of 2004 will be at the lower end of the  December 22 forecast
of 78-79 bcfe.

Chesapeake's  average  daily  production  in 2004 is expected  to exceed  2003's
production by approximately  155 mmcfe, or 21%, first quarter 2004 average daily
production   is  expected  to  exceed   2003's  first   quarter   production  by
approximately 232 mmcfe, or 37%, and first quarter 2004 average daily production
is expected to exceed  2003's fourth  quarter  production  by  approximately  66
mmcfe, or 8%.

The following  table  details  Chesapeake's  current  hedging  positions.  These
hedging positions have not changed from the company's Outlook dated December 22,
2003:

                    HEDGED POSITIONS AS OF FEBRUARY 23, 2004

                     -----------------------    -----------------------
                               Oil                    Natural Gas
                     -----------------------    -----------------------
Quarter or Year      % Hedged      $ NYMEX      % Hedged      $ NYMEX
                     ---------     ---------    ---------     ---------
2004 1Q                 88%          $28.58        100%         $5.97
2004 2Q                 88%          $28.86         73%         $4.97
2004 3Q                 72%          $28.75         58%         $4.89
2004 4Q                 63%          $28.46         47%         $5.08
- ---------------      ---------     ---------    ---------     ---------
2004 Total              78%          $28.68         69%         $5.32
===============      =========     =========    =========     =========
===============      =========     =========    =========     =========
2005                     -             -            27%         $5.04
2006                     -             -            11%         $4.88
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.


                                       5


                               MANAGEMENT SUMMARY

Aubrey K. McClendon,  Chesapeake's Chief Executive Officer,  commented,  "By all
measures, Chesapeake generated exceptionally strong results for its shareholders
in 2003. Our success in 2003 resulted from a series of key management  decisions
made  during the past six years that have  positioned  the company to be a prime
beneficiary  of today's  strong natural gas markets.  These  decisions  included
favoring gas over oil,  establishing  regional dominance in its operating areas,
delivering value-added growth through a balance of drilling and acquisitions and
managing risk through opportunistic oil and natural gas hedging.

During these six years of  exceptional  achievement,  Chesapeake  has become the
largest  producer  of natural  gas in the  Mid-Continent,  among the six largest
independent  producers of natural gas in the U.S. and one of the most profitable
producers of natural gas in the industry per unit of production.  We believe the
combination  of our product and  geographic  strategies,  our  value-added  risk
management strategy,  our balanced  acquisition and drilling programs,  our high
quality  assets and our low operating  costs will enable  Chesapeake to continue
delivering  one of the  industry's  best track records of value  creation in the
years to come."

                           CONFERENCE CALL INFORMATION

A conference call has been scheduled for Tuesday  morning,  February 24, 2004 at
9:00 a.m. EST to discuss this 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.  EST on Tuesday,
February 24, 2004 through midnight EST on Friday,  March 12, 2004. The number to
access the conference  call replay is  719.457.0820  and the passcode is 593812.
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  IN THE  RISK  FACTORS  APPEARING  IN OUR  PROSPECTUS  SUPPLEMENT  AND
PROSPECTUS  FILED TOGETHER UNDER RULE 424(B)(2) OF THE SECURITIES ACT OF 1933 ON
JANUARY  9,  2004 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.

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,  PERMIAN BASIN, SOUTH TEXAS AND ONSHORE TEXAS
GULF COAST  REGIONS OF THE UNITED  STATES.  THE  COMPANY'S  INTERNET  ADDRESS IS
WWW.CHKENERGY.COM.


                                       6




                                          CHESAPEAKE ENERGY CORPORATION
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                       ($ IN 000'S, EXCEPT PER SHARE DATA)
                                                    (UNAUDITED)
- -----------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED:                                             DECEMBER 31, 2003              DECEMBER 31, 2002
                                                                 $            $/mcfe            $            $/mcfe
                                                            -------------   -------------   -------------   -----------
REVENUES:
                                                                                                     
  OIL AND GAS SALES                                              345,697            4.72         200,377          4.05
  OIL AND GAS MARKETING SALES                                    111,044            1.51          57,981          1.17
                                                            ------------    ------------    ------------    ----------
    TOTAL REVENUES                                               456,741            6.23         258,358          5.22
                                                            ------------    ------------    ------------    ----------

OPERATING COSTS:
  PRODUCTION EXPENSES                                             35,919            0.49          26,939          0.55
  PRODUCTION TAXES                                                20,557            0.28          10,167          0.21
  GENERAL AND ADMINISTRATIVE                                       7,501            0.10           5,688          0.11
  PROVISION FOR LEGAL SETTLEMENTS                                  5,400            0.07              --            --
  OIL AND GAS MARKETING EXPENSES                                 108,224            1.48          56,900          1.15
  OIL AND GAS DEPRECIATION, DEPLETION, AND AMORTIZATION          103,334            1.41          63,458          1.28
  DEPRECIATION AND AMORTIZATION OF OTHER ASSETS                    4,146            0.06           3,520          0.07
                                                            ------------    ------------    ------------    ----------
    TOTAL OPERATING COSTS                                        285,081            3.89         166,672          3.37
                                                            ------------    ------------    ------------    ----------

INCOME FROM OPERATIONS                                           171,660            2.34          91,686          1.85
                                                            ------------    ------------    ------------    ----------

OTHER INCOME (EXPENSE):
  INTEREST AND OTHER INCOME                                        1,471            0.02              (3)           --
  INTEREST EXPENSE                                               (38,465)          (0.52)        (34,252)        (0.69)
  LOSS ON INVESTMENT IN SEVEN SEAS                                (2,015)          (0.03)        (12,431)        (0.25)
  LOSS ON REPURCHASES OF CHESAPEAKE DEBT                         (20,759)          (0.28)         (1,273)        (0.03)
                                                            ------------    ------------    ------------    ----------
    TOTAL OTHER INCOME (EXPENSE)                                 (59,768)          (0.81)        (47,959)        (0.97)
                                                            ------------    ------------    ------------    ----------

INCOME BEFORE INCOME TAXES                                       111,892            1.53          43,727          0.88

INCOME TAX EXPENSE:
  CURRENT                                                          4,670            0.06              --            --
  DEFERRED                                                        37,849            0.52          17,488          0.35
                                                            ------------    ------------    ------------    ----------
    TOTAL INCOME TAX EXPENSE                                      42,519            0.58          17,488          0.35
                                                            ------------    ------------    ------------    ----------

NET INCOME                                                        69,373            0.95          26,239          0.53
                                                            ------------    ------------    ------------    ----------

PREFERRED STOCK DIVIDENDS                                         (6,985)          (0.10)         (2,529)        (0.05)
                                                            ------------    ------------    ------------    ----------

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                       62,388            0.85          23,710          0.48
                                                            ============    ============    ============    ==========

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

EARNINGS PER COMMON SHARE:

   BASIC                                                     $      0.29                    $      0.14
                                                             ===========                    ===========

   ASSUMING DILUTION                                         $      0.25                    $      0.13
                                                             ===========                    ===========


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

  BASIC                                                          216,571                        170,118
                                                            ============                     ==========

  ASSUMING DILUTION                                              273,169                        195,733
                                                            ============                     ==========


                                       7




                          CHESAPEAKE ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       ($ IN 000'S, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
====================================================================================== =========================
TWELVE MONTHS ENDED:                                            DECEMBER 31, 2003          DECEMBER 31, 2002
                                                               $              $/mcfe            $       $/mcfe
                                                            -------------   ------------  -----------  ---------
REVENUES:
                                                                                               
  OIL AND GAS SALES                                            1,296,822           4.83      568,187        3.13
  OIL AND GAS MARKETING SALES                                    420,610           1.57      170,315        0.94
                                                            ------------    ------------  ----------   ---------
    TOTAL REVENUES                                             1,717,432           6.40      738,502        4.07
                                                            ------------    ------------  ----------   ---------

OPERATING COSTS:
  PRODUCTION EXPENSES                                            137,583           0.51       98,191        0.54
  PRODUCTION TAXES                                                77,893           0.29       30,101        0.17
  GENERAL AND ADMINISTRATIVE                                      23,753           0.09       17,618        0.10
  PROVISION FOR LEGAL SETTLEMENTS                                  6,402           0.02           --         --
  OIL AND GAS MARKETING EXPENSES                                 410,288           1.53      165,736        0.91
  OIL AND GAS DEPRECIATION, DEPLETION, AND AMORTIZATION          369,465           1.38      221,189        1.22
  DEPRECIATION AND AMORTIZATION OF OTHER ASSETS                   16,793           0.06       14,009        0.07
                                                            ------------    -----------   ----------   ---------
    TOTAL OPERATING COSTS                                      1,042,177           3.88      546,844        3.01
                                                            ------------    -----------   ----------   ---------

INCOME  FROM OPERATIONS                                          675,255           2.52      191,658        1.06
                                                            ------------    -----------   ----------   ---------

OTHER INCOME (EXPENSE):
  INTEREST AND OTHER INCOME                                        2,827           0.01        7,340        0.04
  INTEREST EXPENSE                                              (154,356)         (0.57)    (112,031)      (0.62)
  LOSS ON INVESTMENT IN SEVEN SEAS                                (2,015)         (0.01)     (17,201)      (0.10)
  LOSS ON REPURCHASES OF CHESAPEAKE DEBT                         (20,759)         (0.08)      (2,626)      (0.01)
                                                            ------------    -----------   ----------   ---------
    TOTAL OTHER INCOME (EXPENSE)                                (174,303)         (0.65)    (124,518)      (0.69)
                                                            ------------    -----------   ----------   ---------

INCOME BEFORE INCOME TAXES AND CUMULATIVE
  EFFECT OF ACCOUNTING CHANGE                                    500,952           1.87       67,140        0.37

INCOME TAX EXPENSE:
  CURRENT                                                          5,000           0.02          --          --
  DEFERRED                                                       185,360           0.69       26,854        0.15
                                                            ------------    -----------   ----------   ---------
    TOTAL INCOME TAX EXPENSE                                     190,360           0.71       26,854        0.15
                                                            ------------    -----------   ----------   ---------
NET INCOME BEFORE CUMULATIVE EFFECT
  OF ACCOUNTING CHANGE                                           310,592           1.16       40,286        0.22

CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX                 2,389           0.01           --         --
                                                            ------------    -----------   ----------   ---------

NET INCOME                                                       312,981           1.17       40,286        0.22

PREFERRED STOCK DIVIDENDS                                        (22,469)         (0.09)     (10,117)      (0.05)
                                                            ------------    -----------   ----------   ---------

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                      290,512           1.08       30,169        0.17
                                                            ============    ===========   ==========   =========
- ----------------------------------------------------------------------------------------------------------------
EARNINGS PER COMMON SHARE:

  BASIC
    INCOME BEFORE CUMULATIVE EFFECT OF
      ACCOUNTING CHANGE                                     $       1.36                $      0.18
    CUMULATIVE EFFECT OF ACCOUNTING CHANGE                          0.02                         --
                                                            ------------                  ----------
    NET INCOME                                              $       1.38                $      0.18
                                                            ============                  ==========
  ASSUMING DILUTION
    INCOME BEFORE CUMULATIVE EFFECT OF
      ACCOUNTING CHANGE                                     $       1.20                $      0.17
    CUMULATIVE EFFECT OF ACCOUNTING CHANGE                          0.01                         --
                                                            ------------                  ----------
    NET INCOME                                              $       1.21                $      0.17
                                                            ============                  ==========

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

  BASIC                                                          211,203                    166,910
                                                            ============                  ==========

  ASSUMING DILUTION                                              258,567                    172,714
                                                            ============                  ==========

                                       8



                                              CHESAPEAKE ENERGY CORPORATION
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                                        (IN 000'S)
                                                       (UNAUDITED)
============================================================================================= ==================
                                                                              DECEMBER 31,       DECEMBER 31,
                                                                                  2003               2002
- --------------------------------------------------------------------------------------------- ------------------
                                                                                         

CASH                                                                       $        40,581     $       247,637
OTHER CURRENT ASSETS                                                               301,823             187,680
                                                                           ---------------     ---------------
     TOTAL CURRENT ASSETS                                                          342,404             435,317
                                                                           ---------------     ---------------

PROPERTY AND EQUIPMENT (NET)                                                     4,133,117           2,389,884
DEFERRED TAX ASSET                                                                      --               2,071
OTHER ASSETS                                                                        96,770              48,336
                                                                           ---------------     ---------------
     TOTAL ASSETS                                                          $     4,572,291     $     2,875,608
                                                                           ===============     ===============

CURRENT LIABILITIES                                                        $       513,156     $       265,552
LONG TERM DEBT                                                                   2,057,713           1,651,198
LONG TERM LIABILITIES                                                               77,586              50,983
DEFERRED TAX LIABILITY                                                             191,026                  --
                                                                           ---------------     ---------------
     TOTAL LIABILITIES                                                           2,839,481           1,967,733

STOCKHOLDERS' EQUITY                                                             1,732,810             907,875
                                                                           ---------------     ---------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                   $     4,572,291     $     2,875,608
                                                                           ===============     ===============


COMMON SHARES OUTSTANDING                                                          216,784             190,144
                                                                           ===============     ===============






                                          CHESAPEAKE ENERGY CORPORATION
                                      RECONCILIATION OF 2003 FINDING COSTS
                                      ($ IN 000'S, EXCEPT PER UNIT AMOUNTS)
                                                 (UNAUDITED)
- -------------------------------------------------------------------------------------------

                                                                     Reserves
                                                     Cost           (in mmcfe)     Per Unit
                                                     ----           ----------     --------
                                                                          
     EXPLORATION AND DEVELOPMENT COSTS (A)       $    577,779         437,488      $  1.32
     ACQUISITION OF PROVED PROPERTIES               1,110,077         805,041         1.38
                                                 ------------       ---------      -------
       SUBTOTAL                                  $  1,687,856       1,242,529      $  1.36
                                                 ------------       ---------      -------

     ACQUISITION OF UNPROVED PROPERTIES          $    198,394              --           --
     DIVESTITURES                                     (22,156)        (10,723)        2.07
     LEASEHOLD ACQUISITION COSTS                       84,984              --           --
     GEOLOGICAL AND GEOPHYSICAL COSTS                  42,736              --           --
     ASSET RETIREMENT OBLIGATION AND OTHER             62,731              --           --
                                                 ------------       ---------      -------
      TOTAL                                     $  2,054,545        1,231,806         1.67
                                                 ============       =========      =======


   (a) Reserves include revisions to previous estimates


                                       9


                          CHESAPEAKE ENERGY CORPORATION
                             ROLLFORWARD OF RESERVES
                                   (UNAUDITED)
===============================================================================

                                                                      Mmcfe
- -------------------------------------------------------------------------------


BEGINNING BALANCE, 12/31/02                                          2,205,125
PRODUCTION                                                            (268,356)
ACQUISITIONS                                                           805,041
DIVESTITURES                                                           (10,723)
REVISIONS                                                               56,354
EXTENSIONS AND DISCOVERIES                                             381,134
                                                                    ------------
ENDING BALANCE, 12/31/03                                             3,168,575
                                                                    ============

RESERVE REPLACEMENT                                                   1,231,806
RESERVE REPLACEMENT RATE                                                   459%
===============================================================================




                                              CHESAPEAKE ENERGY CORPORATION
                                 SUPPLEMENTAL DATA - OIL & GAS SALES AND INTEREST EXPENSE

                                                                       THREE MONTHS ENDED           TWELVE MONTHS ENDED
                                                                           DECEMBER 31,                DECEMBER 31,
                                                                    2003           2002         2003            2002
                                                                -----------   -----------  ------------   ------------


OIL AND GAS SALES ($ IN THOUSANDS):
                                                                                               

  Oil sales                                                      $  30,819     $  25,478    $  132,630     $   88,495
  Oil derivatives - realized gains (losses)                         (3,134)       (2,268)      (12,058)        (1,092)
  Oil derivatives - unrealized gains (losses)                       (8,447)          811        (9,440)        (7,369)
                                                                  --------     ---------    ----------     ----------
        Total oil sales                                          $  19,238     $  24,021    $  111,132     $   80,034
                                                                  --------     ---------    ----------     ----------

  Gas sales                                                      $ 281,452     $ 161,086    $1,171,050     $  470,913
  Gas derivatives - realized gains (losses)                         59,697        14,165        (5,331)        97,138
  Gas derivatives - unrealized gains (losses)                      (14,690)        1,105        19,971        (79,898)
                                                                 ---------     ---------    ----------     ----------
        Total gas sales                                           $326,459     $ 176,356    $1,185,690     $  488,153
                                                                  --------     ---------    ----------     ----------

        Total oil and gas sales                                  $ 345,697     $ 200,377    $1,296,822     $  568,187
                                                                 =========     =========    ==========     ==========

AVERAGE SALES PRICE (EXCLUDING GAINS (LOSSES) ON
DERIVATIVES):
  Oil ($ per bbl)                                                $   26.45     $   27.08    $    28.43     $    25.53
  Gas ($ per mcf)                                                $    4.25     $    3.67    $     4.87     $     2.93
  Gas equivalent ($ per mcfe)                                    $    4.26     $    3.77    $     4.86     $     3.08

AVERAGE SALES PRICE
 (EXCLUDING UNREALIZED GAINS (LOSSES) ON DERIVATIVES):
  Oil ($ per bbl)                                                $   23.76     $   24.67    $    25.85     $    25.22
  Gas ($ per mcf)                                                $    5.15     $    4.00    $     4.85     $     3.54
  Gas equivalent ($ per mcfe)                                    $    5.03     $    4.01    $     4.79     $     3.61

INTEREST EXPENSE ($ IN THOUSANDS):
  Interest                                                       $ (38,665)    $ (32,079)   $ (151,676)    $(114,695)
  Derivatives - realized gains (losses)                              1,406           765         3,859          3,415
  Derivatives - unrealized gains (losses)                           (1,206)       (2,938)       (6,539)          (751)
                                                                 ---------     ---------    ----------     ----------
        Total Interest Expense                                   $ (38,465)    $ (34,252)   $ (154,356)    $ (112,031)
                                                                 =========      ========    ==========     ==========


                                       10

                          CHESAPEAKE ENERGY CORPORATION
                      CONDENSED CONSOLIDATED CASH FLOW DATA
                                   (in 000'S)
                                   (unaudited)
===============================================================================
THREE MONTHS ENDED:                            DECEMBER 31,      DECEMBER 31,
                                                    2003             2002
- -------------------------------------------------------------------------------

CASH PROVIDED BY OPERATING ACTIVITIES     $       292,085     $     78,873

CASH (USED IN) INVESTING ACTIVITIES       $      (476,449)    $   (162,562)

CASH PROVIDED BY FINANCING ACTIVITIES     $       186,467     $    305,948

===============================================================================


                          CHESAPEAKE ENERGY CORPORATION
                      CONDENSED CONSOLIDATED CASH FLOW DATA
                                   (in 000'S)
                                   (unaudited)
===============================================================================
TWELVE MONTHS ENDED:                           DECEMBER 31,      DECEMBER 31,
                                                  2003              2002
- -------------------------------------------------------------------------------

CASH PROVIDED BY OPERATING ACTIVITIES     $       945,602     $    432,531

CASH (USED IN) INVESTING ACTIVITIES       $    (2,077,217)    $   (779,745)

CASH PROVIDED BY FINANCING ACTIVITIES     $       924,559     $    477,257

===============================================================================

                          CHESAPEAKE ENERGY CORPORATION
                  RECONCILIATION OF CERTAIN FINANCIAL MEASURES
                                   (in 000'S)
                                   (unaudited)

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

CASH PROVIDED BY OPERATING ACTIVITIES     $       292,085   $        78,873

ADJUSTMENTS:
  CHANGES IN ASSETS AND LIABILITIES               (29,647)           49,345
                                          ---------------   ---------------

OPERATING CASH FLOW*                      $       262,438   $       128,218
                                          ===============   ===============

* 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.

                                       11


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

NET INCOME                                     $        69,373   $        26,239

DEFERRED INCOME TAX EXPENSE                             42,519            17,488
INTEREST EXPENSE                                        38,465            34,252
DEPRECIATION AND AMORTIZATION OF OTHER ASSETS            4,146             3,520
OIL AND GAS DEPRECIATION,                              103,334            63,458
 DEPLETION AND AMORTIZATION
                                               ---------------   ---------------

EBITDA**                                       $       257,837   $       144,957
                                               ===============   ===============

**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:                            DECEMBER 31,     DECEMBER 31,
                                                   2003             2002
- -------------------------------------------------------------------------------

CASH PROVIDED BY OPERATING ACTIVITIES          $       292,085   $       78,873

CHANGES IN ASSETS AND LIABILITIES                      (29,647)          49,345
INTEREST EXPENSE                                        38,465           34,252
UNREALIZED GAINS (LOSSES)                              (23,137)           1,916
 ON OIL AND GAS DERIVATIVES
OTHER NON-CASH ITEMS                                   (19,929)         (19,429)
                                               ---------------   --------------

EBITDA                                         $       257,837   $      144,957
                                               ===============   ==============

                                       12



                          CHESAPEAKE ENERGY CORPORATION
                  RECONCILIATION OF CERTAIN FINANCIAL MEASURES
                                   (in 000'S)
                                   (unaudited)

===============================================================================
TWELVE MONTHS ENDED:                           DECEMBER 31,      DECEMBER 31,
                                                  2003               2002
- -------------------------------------------------------------------------------

CASH PROVIDED BY OPERATING ACTIVITIES          $       945,602   $      432,531

ADJUSTMENTS:
  CHANGES IN ASSETS AND LIABILITIES                    (41,673)         (20,014)
                                               ----------------  --------------

OPERATING CASH FLOW*                           $       903,929   $      412,517
                                               ===============   ===============


* 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.

===============================================================================
TWELVE MONTHS ENDED:                           DECEMBER 31,      DECEMBER 31,
                                                    2003             2002
- -------------------------------------------------------------------------------

NET INCOME BEFORE CUMULATIVE EFFECT            $       310,592   $      40,286
 OF ACCOUNTING CHANGE

DEFERRED INCOME TAX EXPENSE                            190,360            26,854
INTEREST EXPENSE                                       154,356           112,031
DEPRECIATION AND AMORTIZATION OF OTHER ASSETS           16,793            14,009
OIL AND GAS DEPRECIATION, DEPLETION                    369,465           221,189
 AND AMORTIZATION
                                               ---------------   ---------------

EBITDA**                                       $     1,041,566   $      414,369
                                               ===============   ===============

**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:


                                       13

===============================================================================
TWELVE MONTHS ENDED:                              DECEMBER 31,     DECEMBER 31,
                                                     2003             2002
- -------------------------------------------------------------------------------

CASH PROVIDED BY OPERATING ACTIVITIES          $       945,602   $      432,531

CHANGES IN ASSETS AND LIABILITIES                      (41,673)         (20,014)
INTEREST EXPENSE                                       154,356          112,031
UNREALIZED GAINS (LOSSES)
 ON OIL AND GAS DERIVATIVES                             10,531          (87,267)
OTHER NON-CASH ITEMS                                   (27,250)         (22,912)
                                               ---------------   --------------

EBITDA                                         $     1,041,566   $      414,369
                                               ===============   ==============

                          CHESAPEAKE ENERGY CORPORATION
              RECONCILIATION OF ADJUSTED EARNINGS & ADJUSTED EBITDA
                     ($ IN 000'S, EXCEPT PER SHARE AMOUNTS)

===============================================================================
                                             THREE MONTHS      TWELVE MONTHS
                                                 ENDED             ENDED
                                           DECEMBER 31, 2003   DECEMBER 31,2003
- -------------------------------------------------------------------------------

Net income to common shareholders              $        62,388    $     290,512

Adjustments, net of tax:
    Unrealized (gains) losses from hedging              15,092           (2,475)
    Loss on repurchases of debt                         12,871           12,871
    Provision for legal settlements                      3,348            3,969
    Loss on investment in Seven Seas                     1,249            1,249
                                               ----------------  --------------

Adjusted earnings*                             $        94,948   $      306,126
                                               ================  ==============

Adjusted earnings per share assuming dilution $           0.37   $         1.27



EBITDA                                         $       257,837   $    1,041,566

Adjustments, before tax:
    Unrealized (gains) losses from hedging              23,137          (10,531)
    Loss on repurchases of debt                         20,759           20,759
    Provision for legal settlements                      5,400            6,402
    Loss  on investment in Seven Seas                    2,015            2,015
                                               ----------------  --------------

Adjusted EBITDA*                               $       309,148   $     1,060,211
                                               ================  ===============


*Adjusted  earnings and  adjusted  EBITDA,  both  non-GAAP  financial  measures,
exclude  certain items that  management  believes  affect the  comparability  of
operating results.  The Company discloses these non-GAAP financial measures as a
useful adjunct to GAAP earnings and EBITDA because:
     a.   Management uses adjusted  earnings and adjusted EBITDA to evaluate the
          Company's operational trends and performance relative to other oil and
          gas producing companies.
     b.   Adjusted  earnings and adjusted EBITDA are more comparable to earnings
          and EBITDA estimates provided by securities analysts.
     c.   Items excluded  generally are one-time items, or items whose timing or
          amount  cannot be  reasonably  estimated.  Accordingly,  any  guidance
          provided by the Company generally excludes information regarding these
          types of items.


                                       14


                                  SCHEDULE "A"

                              CHESAPEAKE'S OUTLOOK

                             AS OF FEBRUARY 23, 2004

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 February 23,
2004, 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 December 22, 2003 guidance are in italicized  bold.
We have  included  our  expectations  for  future  NYMEX  oil and gas  prices to
illustrate hedging effects only. They are not a forecast of 2004 oil and natural
gas prices.



                                                                  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                            863                      890
NYMEX Prices (for calculation of realized hedging effects only):
  Oil - $/Bo               .........                                 $28.08                     $25.77
  Gas - $/Mcf                                                         $5.47                      $4.74
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                                                         +$0.50                     +$2.23
  Gas - $/Mcf                                                        +$0.66                     +$0.44
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)                  $0.32 - 0.34             $0.28 - 0.32
  General and administrative                                       $0.10 - 0.11             $0.10 - 0.11
  DD&A - oil and gas                                               $1.48 - 1.52             $1.50 - 1.55
  Depreciation of other assets                                     $0.07 - 0.09             $0.07 - 0.09
  Interest expense(a)                                              $0.49 - 0.53             $0.45 - 0.50
Other Income and Expense per Mcfe:
  Marketing and other income                                       $0.02 - 0.04             $0.02 - 0.04

Book Tax Rate                                                          38%                      38%
Equivalent Shares Outstanding:
  Basic                                                             240,000 m                247,000 m
  Diluted                                                           302,000 m                304,000 m

Capital Expenditures:
  Drilling, Land and Seismic                                      $175 - $200 mm            $750-800 mm


(a) Does not include gains or losses on interest rate derivatives (SFAS 133)


                                       15

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.

                                       16


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




                                                                          % 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              69.5     $5.94       $0.03       $5.97           69.5          100%
2nd Qtr              52.8     $4.97       $0.00       $4.97           72.0           73%
3rd Qtr              43.2     $4.89       $0.00       $4.89           74.0           58%
4th Qtr              35.0     $5.08       $0.00       $5.08           75.0           47%
- ---------------------------------------------------------------------------------------------
Total 2004           00.5     $5.31       $0.01       $5.32          290.5           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        1,220.5           28%
=============================================================================================



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              290.5                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*           1,890.5                25%
                       ================      ==============     ================      =====

* weighted average

                                       17



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

                                                         % Hedged
                                                -----------------------------
                                                 Assuming        Open Swap
                                       Avg.         Oil         Positions as
                          Open        NYMEX      ProdutionN     % 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.



                                  SCHEDULE "B"

              CHESAPEAKE'S PREVIOUS OUTLOOK AS OF DECEMBER 22, 2003
                          (PROVIDED FOR REFERENCE ONLY)

                NOW SUPERSEDED BY OUTLOOK AS OF FEBRUARY 23, 2004


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 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                            863                      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
          (SFAS133).

     (b) Does not include the  cumulative  effect of the adoption of SFAS 143 as
          of January 1, 2003.


                                       18



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.

                                       19


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


                                                                          % 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             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%
===============================================================================================


                NOW SUPERSEDED BY OUTLOOK AS OF FEBRUARY 23, 2004

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      ProdutionN     % 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.


                NOW SUPERSEDED BY OUTLOOK AS OF FEBRUARY 23, 2004

                                       20