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

          CHESAPEAKE ENERGY CORPORATION ANNOUNCES AGREEMENTS TO ACQUIRE
                $100 MILLION OF PRODUCING PROPERTIES, ADDS TO ITS
            HEDGING POSITIONS AND INCREASES 2004 PRODUCTION FORECAST

            AGREEMENTS WITH FOUR PRIVATE COMPANIES FURTHER STRENGTHEN
              CHESAPEAKE'S POSITIONS IN THE MID-CONTINENT, PERMIAN
                       BASIN AND TEXAS GULF COAST REGIONS

       CHESAPEAKE HEDGES 100% OF PROJECTED OIL AND NATURAL GAS PRODUCTION
        VOLUMES FROM THE ACQUIRED PROPERTIES FOR APRIL 2004-DECEMBER 2005
          AT $33.11 PER BARREL OF OIL AND $5.78 PER MCF OF NATURAL GAS


OKLAHOMA  CITY,  OKLAHOMA,  MARCH  23,  2004  -  Chesapeake  Energy  Corporation
(NYSE:CHK) today announced that it has entered into or is completing  agreements
to acquire $100 million of Mid-Continent, Permian Basin and Texas Gulf Coast oil
and natural gas assets in four separate transactions.  Through these agreements,
Chesapeake  anticipates  acquiring an internally estimated 68 billion cubic feet
of gas  equivalent  proved  reserves  (bcfe),  39 bcfe of probable  and possible
reserves  and  current  production  of 15  million  cubic  feet of  natural  gas
equivalent  production  (mmcfe)  per day.  Pro  forma  for  these  acquisitions,
Chesapeake's  anticipated March 31, 2004 proved oil and natural gas reserves are
expected to be  approximately  3.6 trillion cubic feet of natural gas equivalent
(tcfe).

After  allocating $16 million of the purchase  price to  unevaluated  leasehold,
probable and possible reserves, and other assets,  Chesapeake's acquisition cost
per thousand cubic feet of gas equivalent  (mcfe) of proved reserves  associated
with these  transactions  will be $1.24.  Including  unevaluated  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 107 bcfe of estimated  reserves will be $1.39 per mcfe. The proved  reserves
have a  reserves-to-production  index  of  12.5  years,  are 66% oil and are 74%
proved developed.

Two of the  acquisitions  are  expected  to close  on April 1,  2004 and two are
expected to close on May 1, 2004.  All  acquisitions  are  subject to  customary
closing  conditions  with no single  closing  conditioned  on the closing of any
other acquisition. The company intends to finance the acquisitions with proceeds
from a new private issue of cumulative convertible preferred stock.


                CHESAPEAKE INCREASES 2004 PRODUCTION GUIDANCE AND
     ANNOUNCES NEW HEDGES FOR OIL AND NATURAL GAS PRODUCTION TO BE ACQUIRED


Chesapeake is today  increasing its 2004 production  forecast by 7.0 bcfe (2.1%)
from a range of 323-329 bcfe (891 mmcfe per day at the  mid-point) to a range of
330-336 (910 mmcfe per day at the mid-point). Approximately 3.8 bcfe of this 7.0
bcfe increase is attributable to today's announced  acquisitions  while 3.2 bcfe
is attributable to better than expected recent drilling  results.  The company's
2004  production  is  expected to be 89% natural gas and 11% oil and natural gas
liquids.

Last week, Chesapeake hedged the anticipated  production of 1,600 barrels of oil
per day and 5,000 mcf of natural gas per day expected from the new  acquisitions
at attractive  prices for April 2004 through  December  2005.  The hedged prices
averaged  $33.11  per  barrel  of oil and  $5.78  per mcf of  natural  gas.  The
following tables compare  Chesapeake's  projected  2004-2007 oil and natural gas
production  volumes  that have been hedged as of March 23, 2004 to what had been
previously hedged as of February 23, 2004:



                      HEDGED POSITIONS AS OF MARCH 23, 2004

                                OIL                          NATURAL GAS
                    ---------------------------    ----------------------------
QUARTER OR YEAR      % HEDGED        $ NYMEX         % HEDGED         $ NYMEX
- ---------------     -----------    ------------    ------------    ------------
2004 1Q                 91%           $28.58           98%             $5.97
2004 2Q                 90%           $29.63           72%             $4.97
2004 3Q                 74%           $29.47           54%             $4.87
2004 4Q                 67%           $29.15           43%             $5.05
- ---------------    ------------    ------------    ------------    ------------
2004 TOTAL              80%           $29.22           66%             $5.32
===============    ============    ============    ============    ============
2005                     9%           $31.56           27%             $5.03
2006                     -               -             10%             $4.88
2007                     -               -              8%             $4.76



                      HEDGED POSITIONS AS OF MARCH 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.

Chesapeake's  updated  2004  forecast is attached to this  release in an Outlook
dated March 23, 2004 labeled  Schedule  "A".  This Outlook has been changed from
the Outlook  dated  February 23, 2004  (attached as Schedule "B" for  investors'
convenience) to reflect the increased  production  forecast  announced today and
the projected effects from changes in our hedging positions.


                               MANAGEMENT COMMENTS

Aubrey K. McClendon,  Chesapeake's Chief Executive Officer, commented,  "Today's
announcements  provide additional  confirmation that Chesapeake  continues to be
successful in identifying opportunities to further strengthen its proved reserve
base and enhance its production  profile  through the ongoing  consolidation  of
high-quality  oil  and  natural  gas  assets  in our  operating  areas.  Today's
transactions  are consistent with  Chesapeake's  balanced  business  strategy of
creating value by delivering  profitable  organic growth from our  developmental
and  exploratory  drilling  programs  complemented  by acquiring and  developing
long-lived, under-exploited oil and natural gas assets.

In addition,  we have locked-in  accretive returns from today's  acquisitions by
hedging virtually 100% of the anticipated oil and natural gas production volumes
for April 2004  through  December  2005 at prices  well above the price decks we
used to evaluate the acquired properties. In this time of strong oil and natural
gas  markets,   we  believe   unusually   attractive   returns  to  Chesapeake's
shareholders  can be  generated  from  focused  acquisitions  and by hedging the
acquired   production   volumes.   We  believe  our  ongoing   consolidation  of
high-quality  properties,  followed by opportunistic  hedging, and combined with
our value-added  drilling programs will continue to be a winning formula for our
shareholders in the years ahead."

                                       2



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
EXPECTATIONS REGARDING CLOSING OF THE ANNOUNCED  ACQUISITIONS,  ESTIMATES OF OIL
AND  GAS  RESERVES,  EXPECTED  OIL  AND  GAS  PRODUCTION  AND  FUTURE  EXPENSES,
PROJECTIONS  OF FUTURE OIL AND GAS  PRICES,  PLANNED  CAPITAL  EXPENDITURES  AND
ESTIMATED  COSTS 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 2003 ANNUAL REPORT ON FORM 10-K AND  SUBSEQUENT  FILINGS WITH THE SECURITIES
AND  EXCHANGE  COMMISSION  (SEC).  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 SEC HAS GENERALLY PERMITTED OIL AND GAS COMPANIES,  IN FILINGS MADE 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.

THE ANNOUNCEMENT OF A PROPOSED  OFFERING OF CONVERTIBLE  PREFERRED STOCK IN THIS
PRESS RELEASE  SHALL NOT  CONSTITUTE  AN OFFER TO SELL OR A  SOLICITATION  OF AN
OFFER TO BUY THE PREFERRED  STOCK.  THE  PREFERRED  STOCK WILL NOT BE REGISTERED
UNDER THE  SECURITIES ACT OF 1933 OR ANY STATE  SECURITIES  LAWS, AND MAY NOT BE
OFFERED  OR SOLD IN THE  UNITED  STATES  ABSENT  REGISTRATION  OR AN  APPLICABLE
EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT AND STATE
LAWS.

CHESAPEAKE  ENERGY  CORPORATION  IS ONE OF THE  FIVE  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 TEXAS GULF
COAST  REGIONS  OF  THE  UNITED  STATES.   THE  COMPANY'S  INTERNET  ADDRESS  IS
WWW.CHKENERGY.COM.

                                        3

                                  SCHEDULE "A"

                    CHESAPEAKE'S OUTLOOK AS OF MARCH 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 March 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 February 23, 2004 guidance are in italicized  bold
and are explained as follows:

1)       We have increased our full-year 2004 production forecast to reflect the
         four  acquisitions  announced  today and better  than  expected  recent
         drilling results.
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)       The equivalent shares outstanding numbers did not change as a result of
         today's  announced  preferred  stock  offering  because the  conversion
         structure of the preferred  stock is not expected to cause an immediate
         increase in fully diluted shares.




                                                                  Quarter Ending            Year Ending
                                                                  MARCH 31, 2004        DECEMBER 31, 2004
                                                                  --------------        -----------------
Estimated Production:
                                                                                     
  Oil - Mbo                                                           1,450                    6,100
  Gas - Bcf                                                          69 - 70                 293 - 299
  Gas Equivalent - Bcfe                                              78 - 79                 330 - 336
  Daily gas equivalent midpoint - in  Mmcfe                            863                      910
NYMEX Prices
(for calculation of realized hedging effects only):
  Oil - $/Bo                                                         $33.58                     $28.06
  Gas - $/Mcf                                                         $5.69                      $4.99
Estimated Differentials to NYMEX Prices:
  Oil - $/Bo                                                         -$2.69                     -$2.55
  Gas - $/Mcf                                                        -$0.66                     -$0.61
Estimated Realized Hedging Effects (based on expected NYMEX prices above):
  Oil - $/Bo                                                         -$4.56                     +$0.86
  Gas - $/Mcf                                                        +$0.43                     +$0.27
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 (a)                                   $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(b)                                              $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  non-cash  expenses  associated  with  the  issuance  of
     restricted stock.
(b)  Does not include gains or losses on interest rate derivatives (SFAS 133).

                                        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.

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             69.5               98%
2nd Qtr             53.2           $4.97          $0.00              $4.97             74.0               72%
3rd Qtr             40.9           $4.87          $0.00              $4.87             75.0               54%
4th Qtr             32.7           $5.05          $0.00              $5.05             76.0               43%
- ---------------------------------------------------------------------------------------------------------------------
Total 2004         196.3           $5.31          $0.01              $5.32            294.5               66%
=====================================================================================================================

=====================================================================================================================
Total 2005          81.2           $5.03          $0.00              $5.03            305.0               27%
=====================================================================================================================

=====================================================================================================================
Total 2006          32.9           $4.88          $0.00              $4.88            315.0               10%
=====================================================================================================================

=====================================================================================================================
Total 2007          25.6           $4.76          $0.00              $4.76            325.0               8%
- ---------------------------------------------------------------------------------------------------------------------

=====================================================================================================================
TOTALS
- ---------------------------------------------------------------------------------------------------------------------
2004-2007          336.0           $5.15          $0.01              $5.16          1,239.5               27%
=====================================================================================================================

                                        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            290.5            54%
2005                  109.5             0.156            305.0            36%
2006                   47.5             0.155            315.0            15%
2007                   63.9             0.166            325.0            20%
2008                   64.0             0.166            335.0            19%
2009                   37.0             0.160            345.0            11%
                  ---------------    -----------   -------------------  -------
Totals                479.3          $  0.164*         1,915.5            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      1,390           91%

Q2 - 2004*          1,419      $29.63      1,575           90%

Q3 - 2004*          1,182      $29.47      1,590           74%

Q4 - 2004*          1,058      $29.15      1,590           67%
                   -------------------------------------------------

Total 2004*         4,929     $29.22       6,145           80%
                   =================================================

TOTAL 2005*           548     $31.56       6,360            9%
                   =================================================

*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
$24.00, 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,  3,000  bopd in 2/04 at a
knockout  price of $22.00 and 1,500 bopd from 4/04  through  12/05 at a knockout
price of $26.00.

                                        6


                                  SCHEDULE "B"

              CHESAPEAKE'S PREVIOUS OUTLOOK AS OF FEBRUARY 23, 2004
                          (PROVIDED FOR REFERENCE ONLY)

                 NOW SUPERSEDED BY OUTLOOK AS OF MARCH 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.




                                                                  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)


                                       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.

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             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          200.5         $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%
=====================================================================================================================

                               NOW SUPERSEDED BY OUTLOOK AS OF MARCH 23, 2004

                                        8


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


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.






                 NOW SUPERSEDED BY OUTLOOK AS OF MARCH 23, 2004

                                        9