EXHIBIT  DESCRIPTION

99       Press Release issued by the Registrant on May 11, 2004.

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


              CHESAPEAKE ENERGY CORPORATION ANNOUNCES AGREEMENT TO
          ACQUIRE $425 MILLION OF NATURAL GAS PROPERTIES, ADDITIONS TO
          HEDGING POSITIONS AND INCREASES IN 2004 PRODUCTION FORECASTS

         THROUGH ACQUISITION OF PRIVATELY-HELD GREYSTONE PETROLEUM LLC,
            CHESAPEAKE ACQUIRES ATTRACTIVE NATURAL GAS ASSETS IN THE
                     ARK-LA-TEX REGION OF NORTHERN LOUISIANA

       CHESAPEAKE HEDGES PROJECTED 45 MMCF OF DAILY NATURAL GAS PRODUCTION
               FROM THE ACQUIRED PROPERTIES FOR JUNE 2004 THROUGH
                    JUNE 2005 AT $6.25 PER MCF OF NATURAL GAS

OKLAHOMA CITY, OKLAHOMA, MAY 11, 2004 - Chesapeake Energy Corporation (NYSE:CHK)
today  announced  that it has entered into an  agreement to acquire  natural gas
assets in the Ark-La-Tex  region of northern  Louisiana through the $425 million
acquisition of the equity interests of Houston-based,  privately-held  Greystone
Petroleum  LLC.  Greystone's  major  asset is its 16,100  gross acre  contiguous
leasehold  position  over the crest of the giant Sligo Field  located in Bossier
Parish,  Louisiana.  Discovered in 1938,  Sligo has produced 1.6 tcfe of natural
gas from the Rodessa,  Pettit, Hosston and Cotton Valley formations at depths of
4,100 feet to 9,600 feet.

Through  this  transaction,   Chesapeake  anticipates  acquiring  an  internally
estimated 214 billion cubic feet of gas equivalent  proved reserves  (bcfe),  51
bcfe of probable and possible  reserves and  production of 45 million cubic feet
of  natural  gas  equivalent  production  (mmcfe)  per day.  Pro  forma for this
acquisition,   Chesapeake's   proved  oil  and  natural  gas  reserves  will  be
approximately  3.8 trillion cubic feet of natural gas equivalent  (tcfe) and its
projected June 2004 production will exceed 950 million cubic feet of natural gas
equivalent per day. The company plans to increase  production from the Greystone
properties  by  approximately  50% to  65-70  mmcfe  per day  through  a 2-4 rig
drilling  program  during  the next  12-18  months.  Chesapeake  has  identified
approximately  70 proved  undeveloped and 75 probable and possible  locations on
the acreage.

After allocating  approximately $65 million of the purchase price to unevaluated
leasehold and mid-stream gas assets,  Chesapeake's acquisition cost per thousand
cubic feet of gas equivalent (mcfe) of proved reserves will be $1.68.  Including
anticipated future drilling costs for fully developing the proved,  probable and
possible  reserves,  the company estimates that its all-in  acquisition cost for
the 265 bcfe of estimated  reserves will be $1.94 per mcfe. The proved  reserves
have a  reserves-to-production  index  of  13.0  years,  are  98%  gas,  are 93%
operated,  are 55% proved developed and have current lease operating expenses of
$0.39 per mcfe.  Greystone's  very low lease operating  expenses  (approximately
$0.35 per mcfe below the industry  average) create unusually high economic value
per mcfe of proved reserves.

The acquisition is expected to close on June 2, 2004 and is subject to customary
closing  conditions.  The  company  intends to finance the  acquisition  using a
combination  of proceeds from a new private  issue of senior  notes,  borrowings
from the company's  newly expanded $500 million bank credit facility and cash on
hand.

Greystone  was formed in 1995 by Joe M. Bridges and Michael A. Geffert who later
were  joined  as  equity  holders  by the  private  equity  firm  First  Reserve
Corporation to help fund Greystone's acquisition of interests in the Sligo Field
in 2002.  Greystone  was advised in the sale to  Chesapeake by Simmons & Company
International and Griffis & Associates, LLC. Chesapeake was advised by Randall &
Dewey.




         CHESAPEAKE INCREASES 2004 PRODUCTION GUIDANCE AND ANNOUNCES NEW
              HEDGES FOR THE NATURAL GAS PRODUCTION BEING ACQUIRED

Chesapeake is today increasing its 2004 production  forecast by 11.0 bcfe (3.3%)
to a range of 341-347 bcfe (940 mmcfe per day at the mid-point)  from a range of
330-336  (910 mmcfe per day at the  mid-point).  Approximately  9.7 bcfe of this
11.0 bcfe  increase  is  attributable  to the  anticipated  production  from the
Greystone  transaction  while 1.3 bcfe is  attributable  to  anticipated  higher
production from better than expected recent drilling results.

Chesapeake  has recently  hedged the current daily natural gas  production of 45
mmcf from the new acquisition at the attractive  price of $6.25 per mcf for June
2004 through June 2005.  The following  tables  compare  Chesapeake's  projected
2004-2007 oil and natural gas production volumes that have been hedged as of May
11, 2004 to what had been previously hedged as of April 26, 2004:


                       HEDGED POSITIONS AS OF MAY 11, 2004
                                  OIL                      NATURAL GAS
                   -----------------------------    ---------------------------
QUARTER OR YEAR      % HEDGED        $ NYMEX         % HEDGED        $ NYMEX
- ---------------
                   -------------    ------------    ------------    -----------
2004 1Q                  87%           $28.58            99%           $5.97
2004 2Q                 100%           $30.00            81%           $5.11
2004 3Q                  96%           $30.32            73%           $5.28
2004 4Q                  95%           $30.10            48%           $5.27
- ---------------    -------------    ------------    ------------    -----------
- ---------------    -------------    ------------    ------------    -----------
2004 TOTAL               95%           $29.80            74%           $5.44
===============    =============    ============    ============    ===========
===============    =============    ============    ============    ===========
2005                      9%           $31.56            28%           $5.12
2006                      -               -              10%           $4.88
2007                      -               -               7%           $4.76

                       HEDGED POSITIONS AS OF APRIL 26, 2004
                                   OIL                       NATURAL GAS
                   -----------------------------    ---------------------------
QUARTER OR YEAR      % HEDGED         $ NYMEX         % HEDGED      $ NYMEX
- ---------------
                   -------------    ------------    ------------    -----------
2004 1Q                  87%           $28.58            99%           $5.97
2004 2Q                 100%           $30.00            75%           $5.00
2004 3Q                  96%           $30.32            58%           $4.94
2004 4Q                  95%           $30.10            47%           $5.13
- ---------------    -------------    ------------    ------------    -----------
2004 TOTAL               95%           $29.80            69%           $5.35
===============    =============    ============    ============    ===========
2005                      9%           $31.56            27%           $5.03
2006                      -               -              10%           $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 May 11, 2004 labeled  Schedule "A". This Outlook has been changed from the
Outlook  dated  April  26,  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.

                                       2


                               MANAGEMENT COMMENTS

Aubrey K. McClendon,  Chesapeake's Chief Executive Officer, commented,  "Today's
announcement  provides  additional  confirmation  that  Chesapeake  continues to
leverage its successful  and balanced  strategies of growth through the drillbit
and growth through  acquisitions  from the  Mid-Continent  region into new areas
such as the Permian Basin,  South Texas, Texas Gulf Coast and now the Ark-La-Tex
region.  Today's  transaction is consistent with Chesapeake's growth strategy of
creating value by delivering  profitable  organic growth from our  developmental
and  exploratory  drilling  programs  complemented  by acquiring and  developing
attractively-valued and under-exploited natural gas assets.

In addition, we have locked-in highly accretive returns from today's acquisition
by hedging 100% of the anticipated production for June 2004 through June 2005 at
a  price  well  above  the  assumed  prices  we used to  evaluate  the  acquired
properties.  In addition,  by financing this acquisition  using cash on hand and
low-cost debt, this transaction will be strongly  accretive to our shareholders.
In this time of strong  natural gas prices,  high gas price  volatility  and low
interest rates, we believe Chesapeake can generate unusually  attractive returns
for its shareholders by acquiring under-exploited,  long-lived,  onshore natural
gas properties and hedging the acquired  production  volumes during times of gas
price strength. We believe our ongoing consolidation of high-quality natural gas
properties, followed by opportunistic hedging, and combined with our value-added
drilling expertise will continue to be a winning formula for our shareholders in
the years ahead."

                           CONFERENCE CALL INFORMATION

A conference call has been scheduled for this afternoon,  Tuesday,  May 11, 2004
at 5:00 p.m. EDT to discuss this acquisition. The telephone number to access the
conference  call  is  913.981.5523.  For  those  unable  to  participate  in the
conference  call,  a replay will be available  from 9:00 p.m.  EDT, May 11, 2004
through  midnight  EDT on  Wednesday,  May 26,  2004.  The  number to access the
conference  call  replay  is  719.457.0820  and  the  passcode  is  437427.  The
conference  call will also be simulcast live on the Internet and can be accessed
at  WWW.CHKENERGY.COM  by  selecting  "Conference  Calls"  under  the  "Investor
Relations" section.  The webcast of the conference call will be available on the
website for one year.

                                       3


THIS  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.  WE CANNOT ASSURE YOU THAT WE CAN RECOVER OUR
ESTIMATED VOLUMES OF OIL AND NATURAL GAS RESERVES.

THE  ANNOUNCEMENT  OF A PROPOSED  OFFERING OF SENIOR NOTES IN THIS PRESS RELEASE
SHALL NOT CONSTITUTE AN OFFER TO SELL OR A  SOLICITATION  OF AN OFFER TO BUY THE
SENIOR  NOTES.  THE TERMS OF ANY SUCH  OFFERING  AND THE  SENIOR  NOTES  OFFERED
THEREBY HAVE NOT BEEN DECIDED. THE SENIOR NOTES 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 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, TEXAS GULF COAST
AND ARK-LA-TEX  REGIONS OF THE UNITED STATES.  THE COMPANY'S INTERNET ADDRESS IS
WWW.CHKENERGY.COM.

                                       4


                                  SCHEDULE "A"

                              CHESAPEAKE'S OUTLOOK

                               AS OF MAY 11, 2004

QUARTER ENDING JUNE 30, 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 May 11,
2004, we are using the  following key  assumptions  in our  projections  for the
second quarter of 2004 and the full-year 2004.

The primary  changes from our April 26, 2004 guidance are in italicized bold and
are explained as follows:

1)   We have  increased  our  production  forecast  for the second  quarter  and
     full-year  2004  because  of the  Greystone  acquisition  and  better  than
     expected recent drilling results.
2)   We have included the effects of financing the  Greystone  transaction  with
     $300 million of senior notes and $125 million of bank debt.
3)   We  have  updated  the  projected  effects  from  changes  in  our  hedging
     positions.
4)   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.



                                                                  Quarter Ending            Year Ending
                                                                  JUNE 30, 2004         DECEMBER 31, 2004
                                                                  -------------         -----------------

Estimated Production:
                                                                                      
  Oil - Mbo                                                           1,540                    6,185
  Gas - Bcf                                                          74 - 75                 304 - 310
  Gas Equivalent - Bcfe                                              83 - 84                 341 - 347
  Daily gas equivalent midpoint - in  Mmcfe                            918                      940
NYMEX Prices
 (for calculation of realized hedging effects only):
  Oil - $/Bo                                                         $30.87                     $30.00
  Gas - $/Mcf                                                         $5.35                      $5.14
Estimated Differentials to NYMEX Prices:
  Oil - $/Bo                                                         -$2.75                    -$2.72
  Gas - $/Mcf                                                        -$0.70                    -$0.71
Estimated Realized Hedging Effects
 (based on expected NYMEX prices above):
  Oil - $/Bo                                                         -$0.71                    +$0.05
  Gas - $/Mcf                                                        -$0.06                    +$0.33
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)                  $0.28 - 0.30             $0.28 - 0.32
  General and administrative                                       $0.10 - 0.11             $0.10 - 0.11
  Stock based compensation (non-cash)                              $0.02 - 0.03             $0.02 - 0.03
  DD&A - oil and gas                                               $1.52 - 1.56             $1.52 - 1.60
  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                                                          36%                      36%
Equivalent Shares Outstanding:
  Basic                                                               241 mm                   247 mm
  Diluted                                                             304 mm                   305 mm

Capital Expenditures:
  Drilling, leasehold and seismic                                  $200 - $225 mm           $875 - $925 mm

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



                                       5

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.                  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          70.1          99%
2nd Qtr               60.4      $5.11       $0.00      $5.11          74.5          81%
3rd Qtr               58.4      $5.28       $0.00      $5.28          80.0          73%
4th Qtr               39.6      $5.27       $0.00      $5.27          82.4          48%
- ----------------------------------------------------------------------------------------------
Total 2004           227.9      $5.43       $0.01      $5.44         307.0          74%
==============================================================================================
Total 2005            88.4      $5.12       $0.00      $5.12         320.0          28%
==============================================================================================

Total 2006            32.9      $4.88       $0.00      $4.88         330.0          10%
==============================================================================================

==============================================================================================
Total 2007            25.6      $4.76       $0.00      $4.76         340.0           7%
- ----------------------------------------------------------------------------------------------

==============================================================================================
TOTALS
- ----------------------------------------------------------------------------------------------
2004-2007            374.8      $5.26       $0.01      $5.27       1,297.0          29%
==============================================================================================


                                       6

The company 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             307.0            52%
2005                        109.5                    0.156             320.0            34%
2006                         47.5                    0.155             330.0            14%
2007                         63.9                    0.166             340.0            19%
2008                         64.0                    0.166             350.0            18%
2009                         37.0                    0.160             360.0            10%
                       -----------------      ----------------    ------------------    -----
Totals                      479.3             $      0.164*          2,007.0            24%
                       =================      ================    ==================    =====

* 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       1,465           87%

Q2 - 2004*                 1,540         $30.00       1,540          100%

Q3 - 2004*                 1,519         $30.32       1,590           96%

Q4 - 2004*                 1,518         $30.10       1,590           95%
                        ----------- ------------ -------------- --------------

Total 2004*                5,847         $29.80       6,185           95%
                        =========== ============ ============== ==============

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.

                                       7





                                  SCHEDULE "B"

                    CHESAPEAKE'S OUTLOOK AS OF APRIL 26, 2004
                          (PROVIDED FOR REFERENCE ONLY)

                  NOW SUPERSEDED BY OUTLOOK AS OF MAY 11, 2004

QUARTER ENDING JUNE 30, 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 April 26,
2004, we are using the  following key  assumptions  in our  projections  for the
second quarter of 2004 and the full-year 2004.

The primary  changes from our March 23, 2004 guidance are in italicized bold and
are explained as follows:

1)   We have replaced our 2004 first quarter  forecast with our initial forecast
     for the 2004 second quarter.
2)   We  have  updated  the  projected  effects  from  changes  in  our  hedging
     positions.
3)   We have included estimates of non-cash expense associated with the issuance
     of restricted stock under stock-based compensation plans.
4)   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.



                                                                  Quarter Ending            Year Ending
                                                                  JUNE 30, 2004         DECEMBER 31, 2004
                                                                  -------------         -----------------

Estimated Production:
                                                                                      

  Oil - Mbo                                                           1,540                    6,185
  Gas - Bcf                                                          73 - 74                 293 - 299
  Gas Equivalent - Bcfe                                              82 - 83                 330 - 336
  Daily gas equivalent midpoint - in  Mmcfe                            907                      910
NYMEX Prices
 (for calculation of realized hedging effects only):
  Oil - $/Bo                                                         $28.67                     $29.45
  Gas - $/Mcf                                                         $4.96                      $5.04
Estimated Differentials to NYMEX Prices:
  Oil - $/Bo                                                         -$2.75                    -$2.72
  Gas - $/Mcf                                                        -$0.70                    -$0.71
Estimated Realized Hedging Effects
 (based on expected NYMEX prices above):
  Oil - $/Bo                                                          $1.34                     $0.57
  Gas - $/Mcf                                                         $0.13                     $0.28
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)                  $0.28 - 0.30             $0.28 - 0.32
  General and administrative                                       $0.10 - 0.11             $0.10 - 0.11
  Stock based compensation (non-cash)                              $0.02 - 0.03             $0.02 - 0.03
  DD&A - oil and gas                                               $1.52 - 1.56             $1.52 - 1.60
  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                                                          36%                      36%
Equivalent Shares Outstanding:
  Basic                                                               241 mm                   247 mm
  Diluted                                                             304 mm                   305 mm

Capital Expenditures:
  Drilling, leasehold and seismic                                 $200 - $225 mm           $850 - $900 mm


(a) Does not include gains or losses on interest rate derivatives (SFAS133).

                                       8

COMMODITY HEDGING ACTIVITIES

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

(i)  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  losses  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.                  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            70.1           99%
2nd Qtr             55.0       $5.00      $0.00      $5.00            73.5           75%
3rd Qtr             43.7       $4.94      $0.00      $4.94            75.0           58%
4th Qtr             35.4       $5.13      $0.00      $5.13            76.0           47%
- ----------------------------------------------------------------------------------------------
Total 2004         203.6       $5.34      $0.01      $5.35           294.6           69%
==============================================================================================

==============================================================================================
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          343.3       $5.18      $0.01      $5.19         1,239.6           28%
==============================================================================================


                  NOW SUPERSEDED BY OUTLOOK AS OF MAY 11, 2004
                                       9

The company 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                 294.6               53%
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*              1,919.6               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       1,465           87%

Q2 - 2004*                 1,540       $30.00       1,540          100%

Q3 - 2004*                 1,519       $30.32       1,590           96%

Q4 - 2004*                 1,518       $30.10       1,590           95%
                        ----------- ------------ -------------- --------------

Total 2004*                5,847       $29.80       6,185           95%
                        =========== ============ ============== ==============

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.















                  NOW SUPERSEDED BY OUTLOOK AS OF MAY 11, 2004


                                       10