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


               CHESAPEAKE ENERGY CORPORATION POSTS STRONG RESULTS
                         FOR THE 2004 THIRD QUARTER AND
                         INCREASES PRODUCTION FORECASTS
                       FOR THE TWELFTH CONSECUTIVE QUARTER

           COMPANY REPORTS 2004 THIRD QUARTER NET INCOME AVAILABLE TO
          COMMON SHAREHOLDERS OF $86 MILLION ON REVENUE OF $630 MILLION
    AND PRODUCTION OF 94.2 BCFE; EXCELLENT DRILLING RESULTS DRIVE PRODUCTION
  FORECASTS HIGHER; COMPANY NOW SEES PRODUCTION GROWTH OF AT 33% IN 2004,
                           14% IN 2005 AND 8% IN 2006

        PROVED RESERVES REACH 4.45 TCFE FROM RESERVE REPLACEMENT OF 789%
                               AT $1.02 PER MCFE;
          PROVED RESERVES EXPECTED TO REACH 4.6 TCFE BY YEAR-END 2004,
             5.0 TCFE BY YEAR-END 2005 AND 5.4 TCFE BY YEAR-END 2006

OKLAHOMA CITY, OKLAHOMA, November 1, 2004 - Chesapeake Energy Corporation (NYSE:
CHK) today  reported  its  financial  and  operating  results for the 2004 third
quarter.  For the quarter,  Chesapeake  generated net income available to common
shareholders of $85.6 million ($0.29 per fully diluted common share),  operating
cash flow of $353.4  million  (defined  as cash flow from  operating  activities
before changes in assets and  liabilities) and ebitda of $361.3 million (defined
as income before income taxes, interest expense, and depreciation, depletion and
amortization expense) on revenue of $629.8 million.

The  company's  2004 third quarter net income  available to common  shareholders
includes an unrealized after-tax mark-to-market loss of $24.8 million ($0.08 per
fully diluted common share) resulting from the company's oil and natural gas and
interest rate hedging programs.  This item is typically  excluded from analysts'
estimates.

If this item had been excluded,  Chesapeake's net income to common  shareholders
would have been $110.3 million ($0.37 per fully diluted common share) and ebitda
would have been $393.8  million.  This item does not affect the  calculation  of
operating cash flow.

      OIL AND NATURAL GAS PRODUCTION AND PROVED RESERVES AGAIN SET RECORDS;
 RESERVE REPLACEMENT RATE OF 789% ACHIEVED AT ATTRACTIVE COST OF $1.02 PER MCFE

Production for the 2004 third quarter was 94.2 billion cubic feet of natural gas
equivalent (bcfe), an increase of 23.2 bcfe, or 33%, over the 71.0 bcfe produced
in the 2003 third quarter and an increase of 7.7 bcfe, or 9%, over the 86.5 bcfe
produced in the 2004 second quarter. The 23.2 bcfe increase in this year's third
quarter production over 2003 third quarter production consisted of approximately
9.3 bcfe (40%)  generated from organic  drillbit growth and  approximately  13.9
bcfe (60%)  generated  from  acquisitions.  The  company's  2004  third  quarter
production  exceeded its July 26, 2004 forecasted 2004 third quarter  production
by 2.2 bcfe, or 2.4%,  because of stronger than forecasted  drilling  results in
2004.

Chesapeake's  annualized  organic growth rate during the first three quarters of
2004 has been 13%, well above the company's previously forecasted organic growth
rate of 5% and among the best  organic  growth  performances  reported by public
mid- and  large-cap E&P companies  this year. In addition,  the balance  between
Chesapeake's  growth  through  the  drillbit  and  growth  through  acquisitions
reflects the continued  successful  execution of the company's successful growth
strategy.  The company is projecting annual organic growth rates of 13% in 2004,
10% in 2005 and 8% in 2006. Total projected company  production growth rates are
33% in 2004, 14% in 2005 and 8% in 2006.

Production  in the 2004 third quarter of 94.2 bcfe was comprised of 83.2 billion
cubic feet of natural gas (bcf) (88% on a natural gas equivalent basis) and 1.83
million  barrels of oil and  natural  gas  liquids  (mmbo) (12% on a natural gas
equivalent  basis).  Chesapeake's  average daily production rate for the quarter
was 1,024  million  cubic feet of natural  gas  equivalent  production  (mmcfe),
consisting of 905 mmcf of gas and 19,935 barrels of oil and natural gas liquids.
The 2004 third quarter was Chesapeake's  13th consecutive  quarter of sequential
production  growth.  During  these  13  quarters,  Chesapeake's  production  has
increased  141%, for an average  compounded  quarterly  growth rate of 7% and an
average compounded annual growth rate of 31%.

During the 2004 third quarter,  the company replaced its 94.2 bcfe of production
with an  internally  estimated  744 bcfe of new proved  reserves,  for a reserve
replacement  rate of 789% at a drilling and acquisition  cost of $1.02 per mcfe.
Reserve  replacement  through the drillbit was 364 bcfe  (including 91 bcfe from
performance revisions and 18 bcfe from oil and natural gas price increases),  or
49% of the total increase,  and reserve replacement through acquisitions was 380
bcfe,  or  51%  of the  total  increase.  At  the  end  of  the  third  quarter,
Chesapeake`s  estimated proved reserves were 4.45 trillion cubic feet of natural
gas equivalent  (tcfe).  The company  anticipates  that its year-end 2004 proved
reserves  will be  approximately  4.6 tcfe and that its  year-end  2005 and 2006
proved reserves  should be  approximately  5.0 tcfe and 5.4 tcfe,  respectively,
excluding any potential proved reserves added through future acquisitions.



Average prices realized during the 2004 third quarter (including  realized gains
or losses from oil and gas derivatives, but excluding unrealized gains or losses
on such  derivatives)  were $29.15 per barrel of oil (bo) and $5.17 per thousand
cubic feet of natural gas (mcf),  for a realized gas  equivalent  price of $5.13
per thousand cubic feet of natural gas equivalent (mcfe).  Chesapeake's  average
realized pricing differentials to NYMEX during the quarter were a negative $2.98
per bo and a  negative  $0.56 per mcf.  Realized  gains or  losses  from oil and
natural gas hedging activities  generated an $11.16 loss per bo and a $0.21 loss
per mcf, for a 2004 third quarter  realized  hedging loss of $38.0  million,  or
$0.40 per mcfe.

       KEY OPERATIONAL AND FINANCIAL STATISTICS FOR THE 2004 THIRD QUARTER


The table  below  summarizes  Chesapeake's  key  results  during  the 2004 third
quarter and compares them to the 2004 second quarter and the 2003 third quarter:




                                                                   THREE MONTHS ENDED:
                                                                    -------------------
                                                      9/30/04              6/30/04           9/30/03
                                                      -------              -------           -------
                                                                                    
Average daily production (in mmcfe)                    1,024                951                772
Gas as % of total production                              88                 88                 90
Natural gas production (in bcf)                         83.2               76.5               63.7
Average realized gas price ($/mcf) (a)                  5.17               4.87               4.92
Oil production (in mbbls)                              1,834              1,673              1,216
Average realized oil price ($/bo) (a)                  29.15              28.12              26.20
Natural gas equivalent production (in bcfe)             94.2               86.5               71.0
Gas equivalent realized price ($/mcfe) (a)              5.13               4.85               4.86
General and administrative costs ($/mcfe) (b)            .09                .09                .07
Production taxes ($/mcfe)                                .33                .26                .30
Production expenses ($/mcfe)                             .57                .57                .51
Interest expense ($/mcfe) (a)                            .45                .44                .53
DD&A of oil and gas properties ($/mcfe)                 1.63               1.58               1.38
Operating cash flow ($ in millions) (c)                353.4              308.2              247.7
Operating cash flow ($/mcfe)                            3.75               3.56               3.49
Ebitda ($ in millions) (d)                             361.3              324.1              285.3
Ebitda ($/mcfe)                                         3.83               3.74               4.02
Net income to common shareholders ($ in millions)       85.6               85.8               81.9


     (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)  excludes expenses associated with non-cash stock based compensation
     (c)  defined as cash flow provided by operating  activities  before changes
          in assets and  liabilities
(d)  defined as income before income taxes, interest expense, and depreciation,
     depletion and amortization expense

  STRONG DRILLING RESULTS AND SIGNIFICANT LEASEHOLD ADDITIONS LEAD TO INCREASED
        PRODUCTION ESTIMATES; LEASEHOLD AND 3-D SEISMIC INVENTORIES REACH
        3.5 MILLION AND 9.0 MILLION NET ACRES AND IDENTIFIED PROBABLE AND
                        POSSIBLE RESERVES EXCEED 4.0 TCFE

Chesapeake's  exploratory  and  development  drilling  programs  and  production
enhancement operations on its properties continue to produce operational results
that exceed the company's forecasts and distinguish the company among its peers.
During the 2004 third quarter,  Chesapeake  drilled 182 gross (143 net) operated
wells and  participated  in another  292 gross (38 net) wells  operated by other
companies.  The  company's  drilling  success rate was 98% for  company-operated
wells and 96% for non-operated  wells.  During the quarter,  Chesapeake invested
$224  million in  operated  wells,  $68  million in  non-operated  wells and $66
million in acquiring new leasehold and 3-D seismic data.

In addition to adding significant  leasehold to its existing leasehold positions
in Bray, Cement, Cordell, Mayfield, Sahara, Texoma, Watonga-Chickasha,  Anadarko
Shelf and other  existing  core Anadarko and Arkoma Basin  projects,  Chesapeake
also has been aggressively building industry-leading  leasehold positions in the
Granite Wash and  Cherokee/Atoka  Wash gas resource  plays in the Anadarko Basin
(approximately   200,000  prospective  net  acres  acquired  to  date),  in  the
Hartshorne  Coal  and  Caney  Shale  gas  resource  plays  of the  Arkoma  Basin
(approximately  200,000  prospective  acres acquired to date) and in the Barnett
Shale gas resource play in North Texas  (approximately  15,000  prospective  net
acres acquired to date, mainly in our Hallwood JV in Johnson County).

Chesapeake  believes  it has built  the  largest  onshore  U.S.  inventories  of
leasehold and 3-D seismic in the industry (more than 3.5 million and 9.0 million
net acres,  respectively)  and believes it has identified more than a seven-year
drilling backlog of 5,000 locations on which the company expects to develop more
than 4.0 tcfe of internally estimated probable and possible reserves.

                                       2


      STRONG OPERATIONAL RESULTS LEAD TO ANOTHER INCREASE IN 2004 AND 2005
      PRODUCTION FORECASTS AND TO A STRONG INITIAL 2006 PRODUCTION FORECAST


For the 12th  consecutive  quarter,  Chesapeake  is  increasing  its  production
forecasts. Chesapeake now estimates that its 2004 fourth quarter production will
range from 98 to 99 bcfe (1,069 mmcfe per day at the midpoint), up 2.1% from its
previous  forecast of 96 to 97 bcfe (1,049 mmcfe per day at the midpoint) issued
on July 26,  2004.  Production  in the 2004 fourth  quarter  should  exceed 2003
fourth quarter production by approximately 25 bcfe, or 34%.

For the full-year  2004,  the company has  increased  its  mid-point  production
forecast  by 3.0 bcfe (0.8%) to a range of 356 to 358 bcfe (975 mmcfe per day at
the mid-point) from its previous  forecast of 353 to 355 bcfe (967 mmcfe per day
at the  mid-point)  issued on July 26, 2004.  Production  for the full-year 2004
should exceed full-year 2003 production by approximately 89 bcfe, or 33%, 40% of
which is projected organic growth.

For the full-year  2005,  the company has  increased  its  mid-point  production
forecast by 12.0 bcfe (3.0%) to a range of 403 to 411 bcfe (1,115  mmcfe per day
at the mid-point) from its previous forecast of 390 to 400 bcfe (1,082 mmcfe per
day at the mid-point) issued on July 26, 2004. Production for the full-year 2005
should exceed full-year 2004 production by approximately 50 bcfe, or 14%, 70% of
which is projected organic growth.

For  the  full-year  2006,  the  company  has  released  its  initial  mid-point
production  forecast of a range of 433 to 443 bcfe  (1,200  mmcfe per day at the
mid-point).  Production  for the  full-year  2006 should exceed  full-year  2005
production by  approximately  31 bcfe, or 8%, all of which is projected  organic
growth.

         CHESAPEAKE TAKES ADVANTAGE OF RECENT NATURAL GAS AND OIL PRICE
            STRENGTH AND ADDS TO ITS NATURAL GAS AND OIL PRICE HEDGES


Chesapeake has taken  advantage of recent natural gas and oil price strength and
has added to its hedge positions in 2004, 2005 and 2006. In addition,  by taking
advantage  of natural  gas price  weakness  during the 2004  second  quarter and
lifting  all of its hedges for 2006 and 2007  natural  gas  production  and then
reinstating  hedges for 3% of its projected  2006 natural gas  production in the
third  quarter,  the  company  has saved  approximately  $25  million to date in
potential hedging losses.  The following tables compare  Chesapeake's  projected
2004-2007  oil and natural gas  production  volumes  that have been hedged as of
November 1, 2004 to what had been previously hedged as of July 26, 2004.





                                 HEDGED POSITIONS AS OF NOVEMBER 1, 2004
                                              OIL                                  NATURAL GAS
                              -------------------------------------    ------------------------------------
QUARTER OR YEAR                   % HEDGED             $ NYMEX             % HEDGED            $ NYMEX
- ---------------               -----------------    ----------------    -----------------    ---------------
                                                                                    
2004 1Q                             87%                $28.58                99%                $5.97
2004 2Q                             92%                $30.00                81%                $5.15
2004 3Q                             83%                $30.32                85%                $5.40
2004 4Q                             96%                $30.10                86%                $5.77
- ---------------               -----------------    ----------------    -----------------    ---------------
2004 Total                          89%                $29.80                88%                $5.58
===============               =================    ================    =================    ===============
2005 1Q                             52%                $41.76                64%                $6.70
2005 2Q                             52%                $41.63                34%                $5.51
2005 3Q                              8%                $31.16                28%                $5.41
2005 4Q                              8%                $30.62                18%                $5.22
- ---------------               -----------------    ----------------    -----------------    ---------------
2005 Total                          30%                $40.20                35%                $5.96
===============               =================    ================    =================    ===============
2006                                 -                    -                   3%                $4.87



                                       3






                                   HEDGED POSITIONS AS OF JULY 26, 2004
                                              OIL                                  NATURAL GAS
                              -------------------------------------    ------------------------------------
QUARTER OR YEAR                   % HEDGED             $ NYMEX             % HEDGED            $ NYMEX
- ---------------               -----------------    ----------------    -----------------    ---------------
                                                                                    
2004 1Q                             87%                $28.58                99%                $5.97
2004 2Q                             92%                $30.00                81%                $5.15
2004 3Q                             95%                $30.32                68%                $5.25
2004 4Q                             95%                $30.10                40%                $5.12
- ---------------               -----------------    ----------------    -----------------    ---------------
2004 Total                          92%                $29.80                71%                $5.41
===============               =================    ================    =================    ===============
2005                                 9%                $31.56                17%                $4.74
2006                                 -                    -                   -                   -



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.

The  company's  updated 2004 and 2005  forecasts  and initial 2006  forecast are
attached  to this  release  in an  Outlook  dated  November  1, 2004  labeled as
Schedule "A". This Outlook has been changed from the Outlook dated July 26, 2004
(attached  as  Schedule  "B" for  investors'  convenience)  to  reflect  today's
increased  production  forecasts and the projected effects from hedging position
changes.

                      BALANCE SHEET CONTINUES TO STRENGTHEN

As of September 30, 2004,  Chesapeake's long-term debt was $2.76 billion and its
stockholders' equity was $2.82 billion, for a debt-to-total capitalization ratio
of 49%. The company's  proved  reserves were 4.45 tcfe,  for long-term  debt per
mcfe of proved  reserves of $0.62.  One year ago,  the  company's  debt-to-total
capitalization  ratio was 56% and its long-term debt per mcfe of proved reserves
was  $0.68,  reflecting   improvements  of  13%  and  9%,  respectively.   Given
Chesapeake's  strong  reserve  replacement  record  through  the  drillbit,  low
operating costs and high returns on invested capital,  the company believes that
its  balance  sheet will  continue  to  strengthen  in the years  ahead.  During
November 2004, the company expects to cause  conversion of its $135.7 million of
6.75% perpetual preferred stock into 17,624,658 shares of common stock.

                               MANAGEMENT COMMENTS


Aubrey K. McClendon,  Chesapeake's Chief Executive Officer, commented,  "Today's
announcement of very strong operational and financial results for the 2004 third
quarter and increased  production  forecasts for the 2004 fourth quarter and the
full-years of 2004, 2005 and 2006 provide compelling  evidence that Chesapeake's
business  strategy  continues  to  create  significant  shareholder  value.  Key
measures reflecting this increase in shareholder value are:

     o    a record level of proved  reserves,  production,  net income to common
          shareholders,  cash flow and ebitda;
     o    a 9% increase in sequential  quarterly production from the 2004 second
          quarter to the 2004 third quarter;

     o    a 33% increase in year-over-year quarterly production;
     o    a 33% increase in estimated 2004 production over 2003 production;
     o    a 14%  increase in  estimated  2005  production  over  estimated  2004
          production;
     o    an 8%  increase in  estimated  2006  production  over  estimated  2005
          production;  o  reserve  replacement  for  the  quarter  of 789% at an
          estimated drilling and acquisition cost of $1.02 per mcfe;
     o    excellent  operating cost control and high returns on equity and total
          capital;
     o    a seven-year inventory of drilling projects with development potential
          of at least 4.0 tcfe of estimated  probable  and possible  reserves in
          the years ahead.

The company's  business strategy has worked very well for our shareholders since
our IPO on February 4, 1993,  generating  a 1,150%  increase in our common stock
price during the past 11 years. Our business strategy features delivering growth
through a balance of acquisitions and organic drilling,  focusing on natural gas
to take advantage of strong long-term natural gas supply/demand fundamentals and
building dominant regional scale to achieve low operating costs and high returns
on capital. We believe Chesapeake's  management team can continue the successful
execution of the company's distinctive business strategy and continue to deliver
significant shareholder value for years to come."

                                       4


                  NOVEMBER 2004 INVESTOR CONFERENCE INFORMATION


Chesapeake   has  scheduled   three   management   conferences   with  qualified
institutional investors on the following dates and places: Tuesday, November 16,
2004 from  12:00  p.m. - 5:00 p.m.  EST at the Four  Seasons  Hotel in New York;
Wednesday, November 17, 2004 from 7:30 a.m. - 12:30 p.m. EST at the Ritz Carlton
Boston Common in Boston;  and Thursday  November 18, 2004 from 7:30 a.m. - 12:30
p.m. PST at the Peninsula Hotel,  Los Angeles.  Representing the company will be
Aubrey McClendon (CEO), Tom Ward (COO), Marc Rowland (CFO), Tom Price (SVP - IR)
and Mark  Lester  (SVP -  Exploration).  Seating  space  is  limited  and  those
investors  wishing to attend must communicate  interest in attending by emailing
Robin Evans at revans@chkenergy.com and indicating the conference venue desired.

                           CONFERENCE CALL INFORMATION


A conference  call has been scheduled for Tuesday  morning,  November 2, 2004 at
9:00 a.m. EST to discuss this earnings  release.  The telephone number to access
the  conference  call is  913.981.5520.  For those unable to  participate in the
conference  call, a replay will be available  from 12:00 p.m.  EST,  November 2,
2004  through  midnight  EST on  November  15,  2004.  The  number to access the
conference  call  replay  is  719.457.0820  and  the  passcode  is  840912.  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.

FACTORS  THAT COULD CAUSE  ACTUAL  RESULTS TO DIFFER  MATERIALLY  FROM  EXPECTED
RESULTS ARE DESCRIBED UNDER "RISK FACTORS" IN OUR PROSPECTUS DATED SEPTEMBER 10,
2004 FILED WITH THE  SECURITIES  AND EXCHANGE  COMMISSION ON SEPTEMBER 10, 2004.
THEY  INCLUDE  THE  VOLATILITY  OF OIL  AND  GAS  PRICES;  ADVERSE  EFFECTS  OUR
SUBSTANTIAL  INDEBTEDNESS  AND  PREFERRED  STOCK  OBLIGATIONS  COULD HAVE ON OUR
OPERATIONS AND FUTURE GROWTH; OUR ABILITY TO COMPETE  EFFECTIVELY AGAINST STRONG
INDEPENDENT  OIL AND GAS COMPANIES  AND MAJORS;  POSSIBLE  FINANCIAL  LOSSES AND
SIGNIFICANT  COLLATERAL  REQUIREMENTS  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 AND COMPANIES;  OUR ABILITY TO
REPLACE  RESERVES;  THE  AVAILABILITY  OF  CAPITAL;  WRITEDOWNS  OF OIL  AND GAS
CARRYING VALUES IF COMMODITY PRICES DECLINE;  ENVIRONMENTAL  AND OTHER CLAIMS IN
EXCESS OF INSURED AMOUNTS RESULTING FROM DRILLING AND PRODUCTION OPERATIONS; AND
THE LOSS OF KEY  PERSONNEL.  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.

OUR  PRODUCTION  FORECASTS  ARE  DEPENDENT  UPON  MANY  ASSUMPTIONS,   INCLUDING
ESTIMATES OF PRODUCTION  DECLINE  RATES FROM  EXISTING  WELLS AND THE OUTCOME OF
FUTURE DRILLING  ACTIVITY.  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.

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.

CHESAPEAKE  ENERGY  CORPORATION  IS THE FIFTH LARGEST  INDEPENDENT  PRODUCER OF
NATURAL GAS IN THE U.S. HEADQUARTERED IN OKLAHOMA CITY, THE COMPANY'S OPERATIONS
ARE FOCUSED ON EXPLORATORY  AND  DEVELOPMENTAL  DRILLING AND PRODUCING  PROPERTY
ACQUISITIONS IN THE MID-CONTINENT,  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.

                                       5




                                           CHESAPEAKE ENERGY CORPORATION
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                        ($ IN 000'S, EXCEPT PER SHARE DATA)
                                                   (UNAUDITED)
====================================================================================================================
THREE MONTHS ENDED:                                             SEPTEMBER 30, 2004            SEPTEMBER 30, 2003
                                                             $             $/mcfe         $            $/mcfe
                                                             -----------   ------------   -----------  -----------
REVENUES:
                                                                                           
  OIL AND GAS SALES                                              450,936           4.79       345,587          4.87
  OIL AND GAS MARKETING SALES                                    178,860           1.90       108,962          1.53
                                                             -----------   ------------   -----------  ------------
    TOTAL REVENUES                                               629,796           6.69       454,549          6.40
                                                             -----------   ------------   -----------  ------------

OPERATING COSTS:
  PRODUCTION EXPENSES                                             54,102           0.57        35,944          0.51
  PRODUCTION TAXES                                                30,872           0.33        21,638          0.30
  GENERAL AND ADMINISTRATIVE EXPENSES:
    GENERAL AND ADMINISTRATIVE (EXCLUDING STOCK BASED
    COMPENSATION)                                                  8,361           0.09         4,726          0.07
    STOCK BASED COMPENSATION                                         584           0.01           147            --
  PROVISIONS FOR LEGAL SETTLEMENTS                                    --             --           716          0.01
  OIL AND GAS MARKETING EXPENSES                                 175,426           1.86       105,849          1.49
  OIL AND GAS DEPRECIATION, DEPLETION, AND AMORTIZATION          153,586           1.63        97,947          1.38
  DEPRECIATION AND AMORTIZATION OF OTHER ASSETS                    7,700           0.08        4,841           0.07
                                                             -----------   ------------   -----------  ------------
    TOTAL OPERATING COSTS                                        430,631           4.57       271,808          3.83
                                                             -----------   ------------   -----------  ------------

INCOME FROM OPERATIONS                                           199,165           2.12       182,741          2.57
                                                             -----------   ------------   -----------  ------------

OTHER INCOME (EXPENSE):
  INTEREST AND OTHER INCOME                                          885           0.01          (188)           --
  INTEREST EXPENSE                                               (48,689)         (0.52)      (40,851)        (0.57)
                                                             -----------   ------------   -----------  ------------
    TOTAL OTHER INCOME (EXPENSE)                                 (47,804)         (0.51)      (41,039)        (0.57)
                                                             -----------   ------------   -----------  ------------

INCOME BEFORE INCOME TAXES                                       151,361            1.61      141,702          2.00

INCOME TAX EXPENSE:
  CURRENT                                                             --             --           330            --
  DEFERRED                                                        54,489           0.58        53,513          0.76
                                                             -----------   ------------   -----------  ------------
    TOTAL INCOME TAX EXPENSE                                      54,489           0.58        53,843          0.76
                                                             -----------   ------------   -----------  ------------

NET INCOME                                                        96,872           1.03        87,859          1.24

PREFERRED STOCK DIVIDENDS                                        (11,287)         (0.12)       (5,979)        (0.09)
                                                             -----------   ------------   -----------  ------------

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                       85,585           0.91        81,880          1.15
                                                             ===========   ============   ===========  ============

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

EARNINGS PER COMMON SHARE:

   BASIC                                                     $      0.33                  $     0.38
                                                             ===========                  ==========

   ASSUMING DILUTION                                         $      0.29                  $     0.33
                                                             ===========                  ==========

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

  BASIC                                                          257,096                     216,080
                                                             ===========                  ==========
  ASSUMING DILUTION                                              319,473                     265,545
                                                             ===========                  ==========



                                       6



                                            CHESAPEAKE ENERGY CORPORATION
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                        ($ IN 000'S, EXCEPT PER SHARE DATA)
                                                   (UNAUDITED)
==================================================================================================================
NINE MONTHS ENDED:                                               SEPTEMBER 30, 2004          SEPTEMBER 30, 2003
                                                             $             $/mcfe         $             $/mcfe
                                                             -----------   ------------   -----------  -----------
REVENUES:
                                                                                           
REVENUES:
  OIL AND GAS SALES                                            1,270,394           4.89       951,125         4.87
  OIL AND GAS MARKETING SALES                                    496,823           1.91       309,566         1.59
                                                             -----------   ------------   -----------  -----------
    TOTAL REVENUES                                             1,767,217           6.80     1,260,691         6.46
                                                             -----------   ------------   -----------  -----------

OPERATING COSTS:
  PRODUCTION EXPENSES                                            148,500           0.57       101,664         0.52
  PRODUCTION TAXES                                                68,559           0.26        57,336         0.29
  GENERAL AND ADMINISTRATIVE EXPENSES:
    GENERAL AND ADMINISTRATIVE (EXCLUDING STOCK BASED
    COMPENSATION)                                                 23,947           0.09        15,740         0.08
    STOCK BASED COMPENSATION                                       3,125           0.01           512           --
  PROVISION FOR LEGAL SETTLEMENTS                                     --             --         1,002         0.01
  OIL AND GAS MARKETING EXPENSES                                 486,205           1.88       302,064         1.55
  OIL AND GAS DEPRECIATION, DEPLETION, AND AMORTIZATION          410,237           1.58       266,131         1.36
  DEPRECIATION AND AMORTIZATION OF OTHER ASSETS                   20,155           0.08        12,647         0.07
                                                             -----------   ------------   -----------  -----------
    TOTAL OPERATING COSTS                                      1,160,728           4.47       757,096         3.88
                                                             -----------   ------------   -----------  -----------

INCOME FROM OPERATIONS                                           606,489           2.33       503,595         2.58
                                                             -----------   ------------   -----------  -----------

OTHER INCOME (EXPENSE):
  INTEREST AND OTHER INCOME                                       3,563            0.01         1,356         0.01
  INTEREST EXPENSE                                              (124,040)         (0.47)     (115,891)       (0.59)
  LOSS ON REPURCHASES OR EXCHANGES OF CHESAPEAKE DEBT             (6,925)         (0.03)           --           --
                                                             -----------   ------------   -----------  -----------
    TOTAL OTHER INCOME (EXPENSE)                                (127,402)         (0.49)     (114,535)       (0.58)
                                                             -----------   ------------   -----------  -----------

INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT
  OF ACCOUNTING CHANGE                                           479,087           1.84       389,060         2.00
INCOME TAX EXPENSE:
  CURRENT                                                             --             --           330           --
  DEFERRED                                                       172,470           0.66       147,511         0.76
                                                             -----------   ------------   -----------  -----------
    TOTAL INCOME TAX EXPENSE                                     172,470           0.66       147,841         0.76
                                                             -----------   ------------   -----------  -----------

NET INCOME BEFORE CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE, NET OF TAX                                  306,617           1.18       241,219         1.24
                                                             -----------   ------------   -----------  -----------

CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF
  INCOME TAX OF $1,464,000                                            --             --         2,389         0.01
                                                             -----------   ------------   -----------  -----------

NET INCOME                                                       306,617           1.18       243,608         1.25

PREFERRED STOCK DIVIDENDS                                        (30,799)         (0.12)      (15,484)       (0.08)
                                                             -----------   ------------   -----------  -----------

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                      275,818           1.06       228,124         1.17
                                                             ===========   ============   ===========  ===========

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

                                       7


EARNINGS PER COMMON SHARE:

   BASIC
      INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE   $       1.13                 $     1.08
      CUMULATIVE EFFECT OF ACCOUNTING CHANGE                           --                       0.01
                                                             ------------                 ----------
      NET INCOME                                             $       1.13                 $     1.09
                                                             ============                 ==========

   ASSUMING DILUTION
      INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE   $       0.98                 $     0.95
      CUMULATIVE EFFECT OF ACCOUNTING CHANGE                           --                       0.01
                                                             ------------                -----------
      NET INCOME                                             $       0.98                 $     0.96
                                                             ============                 ==========

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

  BASIC                                                           245,087                    209,394
                                                             ============                 ==========
  ASSUMING DILUTION                                               307,438                    253,567
                                                             ============                 ==========




                                              CHESAPEAKE ENERGY CORPORATION
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                                        (IN 000'S)
                                                       (UNAUDITED)
===============================================================================================================
                                                                             SEPTEMBER 30,       DECEMBER 31,
                                                                                  2004               2003
- ---------------------------------------------------------------------------------------------------------------
                                                                                         
CASH                                                                       $        49,073     $        40,581
OTHER CURRENT ASSETS                                                               471,445             301,823
                                                                           ---------------     ---------------
     TOTAL CURRENT ASSETS                                                          520,518             342,404
                                                                           ---------------     ---------------

PROPERTY AND EQUIPMENT (NET)                                                     6,792,727           4,133,117
OTHER ASSETS                                                                       113,046              96,770
                                                                           ---------------     ---------------
     TOTAL ASSETS                                                          $     7,426,291     $     4,572,291
                                                                           ===============     ===============

CURRENT LIABILITIES                                                        $       973,010     $       513,156
LONG TERM DEBT                                                                   2,762,425           2,057,713
ASSET RETIREMENT OBLIGATION                                                         68,166              48,812
LONG TERM LIABILITIES                                                               58,480              28,774
DEFERRED TAX LIABILITY                                                             740,895             191,026
                                                                           ---------------     ---------------
     TOTAL LIABILITIES                                                           4,602,976           2,839,481

STOCKHOLDERS' EQUITY                                                             2,823,315           1,732,810
                                                                           ---------------     ---------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                   $     7,426,291     $     4,572,291
                                                                           ===============     ===============

COMMON SHARES OUTSTANDING                                                          269,718             216,784
                                                                           ===============     ===============

                                       8





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

                                                                             THREE MONTHS ENDED            NINE MONTHS ENDED
                                                                       --------------------------------------------------------
                                                                               SEPTEMBER 30,                 SEPTEMBER 30,
                                                                       --------------------------------------------------------
                                                                          2004          2003            2004            2003
                                                                       --------      ----------      ----------      ----------

      OIL AND GAS SALES ($ IN THOUSANDS):
                                                                                                         

        Oil sales                                                      $ 73,921      $   33,908      $  181,882      $ 101,811
        Oil derivatives - realized gains (losses)                       (20,464)         (2,045)        (41,672)        (8,924)
        Oil derivatives - unrealized gains (losses)                     (14,436)            185         (21,925)          (993)
                                                                       --------      ----------      ----------      ---------

              Total oil sales                                            39,021          32,048         118,285         91,894
                                                                       --------      ----------      ----------      ---------

        Gas sales                                                       447,466         293,309       1,222,783        889,598
        Gas derivatives - realized gains (losses)                       (17,514)         19,781         (25,976)       (65,028)
        Gas derivatives - unrealized gains (losses)                     (18,037)            449         (44,698)        34,661
                                                                       --------      ----------      ----------      ---------

              Total gas sales                                           411,915         313,539       1,152,109        859,231
                                                                       --------      ----------      ----------      ---------

              Total oil and gas sales                                  $450,936      $  345,587      $1,270,394      $ 951,125
                                                                       ========      ==========      ==========      =========

      AVERAGE   SALES   PRICE   (EXCLUDING   GAINS   (LOSSES)   ON
      DERIVATIVES):                                                    $  40.31      $    27.88      $    36.58      $   29.09
        Oil ($ per bbl)
        Gas ($ per mcf)                                                $   5.38      $     4.61      $     5.32      $    5.11
        Gas equivalent ($ per mcfe)                                    $   5.53      $     4.61      $     5.41      $    5.08

      AVERAGE SALES PRICE (EXCLUDING UNREALIZED GAINS (LOSSES) ON
       DERIVATIVES):
        Oil ($ per bbl)                                                $  29.15      $    26.20      $    28.20      $   26.54
        Gas ($ per mcf)                                                $   5.17      $     4.92      $     5.21      $    4.74
        Gas equivalent ($ per mcfe)                                    $   5.13      $     4.86      $     5.15      $    4.70

      INTEREST EXPENSE ($ IN THOUSANDS):
        Interest                                                       $ 42,258      $   38,855      $  118,335      $ 113,011
        Derivatives - realized (gains) losses                               221          (1,097)           (184)        (2,453)
        Derivatives - unrealized (gains) losses                           6,210           3,093           5,889          5,333
                                                                       --------      ----------      ----------      ---------
              Total Interest Expense                                   $ 48,689        $ 40,851      $  124,040      $ 115,891
                                                                       --------      ----------      ----------      ---------



                                       9


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

                 =====================================================================================================
                   THREE MONTHS ENDED:                                          SEPTEMBER 30,         SEPTEMBER 30,
                                                                                        2004                  2003
                 -----------------------------------------------------------------------------------------------------
                                                                                           
                   CASH PROVIDED BY OPERATING ACTIVITIES                       $       367,649   $       276,884

                   CASH (USED IN) INVESTING ACTIVITIES                         $    (1,068,791)  $      (284,994)

                   CASH PROVIDED BY FINANCING ACTIVITIES                       $       673,978   $        10,679

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

                 =====================================================================================================
                      NINE MONTHS ENDED:                                           SEPTEMBER 30,         SEPTEMBER 30,
                                                                                        2004                  2003

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

                      CASH PROVIDED BY OPERATING ACTIVITIES                    $     1,038,206   $       653,517

                      CASH (USED IN) INVESTING ACTIVITIES                      $    (2,668,241)  $    (1,600,768)

                      CASH PROVIDED BY FINANCING ACTIVITIES                    $     1,638,527   $       738,092

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




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

===================================================================================================
THREE MONTHS ENDED:                                                 SEPTEMBER 30,     SEPTEMBER 30,
                                                                         2004             2003
- ---------------------------------------------------------------------------------------------------
                                                                              
CASH PROVIDED BY OPERATING ACTIVITIES                              $      367,649   $       276,884

ADJUSTMENTS:
  CHANGES IN ASSETS AND LIABILITIES                                       (14,252)          (29,175)
                                                                   --------------    ---------------

OPERATING CASH FLOW*                                               $      353,397   $       247,709
                                                                   ===============   ===============


====================================================================================================
NINE MONTHS ENDED:                                                  SEPTEMBER 30,     SEPTEMBER 30,
                                                                         2004             2003
- ----------------------------------------------------------------------------------------------------

CASH PROVIDED BY OPERATING ACTIVITIES                              $    1,038,206   $       653,517

ADJUSTMENTS:
  CHANGES IN ASSETS AND LIABILITIES                                       (43,082)          (12,026)
                                                                   --------------   ---------------

OPERATING CASH FLOW*                                               $      995,124   $       641,491
                                                                   ==============   ===============


* 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.

                                       10





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

        ===============================================================================================
          THREE MONTHS ENDED:                                         SEPTEMBER 30,     SEPTEMBER 30,
                                                                            2004             2003
        -----------------------------------------------------------------------------------------------
                                                                                  
          NET INCOME                                                  $     96,872      $     87,859

          INCOME TAX EXPENSE                                                54,489            53,843
          INTEREST EXPENSE                                                  48,689            40,851
          DEPRECIATION AND AMORTIZATION OF OTHER ASSETS                      7,700             4,841
          OIL AND GAS DEPRECIATION, DEPLETION AND AMORTIZATION             153,586            97,947
                                                                      ------------      ------------

          EBITDA**                                                    $    361,336      $    285,341
                                                                      ============      ============

        ===============================================================================================
          NINE MONTHS ENDED:                                          SEPTEMBER 30,     SEPTEMBER 30,
                                                                          2004             2003
        -----------------------------------------------------------------------------------------------

          NET INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE
                                                                      $    306,617      $    241,219

          INCOME TAX EXPENSE                                               172,470           147,841
          INTEREST EXPENSE                                                 124,040           115,891
          DEPRECIATION AND AMORTIZATION OF OTHER ASSETS                     20,155            12,647
          OIL AND GAS DEPRECIATION, DEPLETION AND AMORTIZATION             410,237           266,131
                                                                      ------------      ------------

          EBITDA**                                                    $  1,033,519      $   783,729
                                                                      ============      ============


**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
lenders  pursuant  to our bank  credit  agreement  and is used in the  financial
covenants in our bank credit agreement and our senior note indentures. 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:



                                       11


        ===============================================================================================
          THREE MONTHS ENDED:                                         SEPTEMBER 30,     SEPTEMBER 30,
                                                                         2004             2003
        -----------------------------------------------------------------------------------------------

                                                                                  
          CASH PROVIDED BY OPERATING ACTIVITIES                       $    367,649      $   276,884

          CHANGES IN ASSETS AND LIABILITIES                                (14,252)         (29,175)
          INTEREST EXPENSE, REALIZED                                        42,479           37,758
          UNREALIZED GAINS (LOSSES) ON OIL AND GAS DERIVATIVES             (32,473)             634
          OTHER NON-CASH ITEMS                                              (2,067)            (760)
                                                                      ------------      -----------

          EBITDA                                                      $    361,336      $   285,341
                                                                      ============      ===========


        ===============================================================================================
          NINE MONTHS ENDED:                                          SEPTEMBER 30,     SEPTEMBER 30,
                                                                          2004              2003
        -----------------------------------------------------------------------------------------------

          CASH PROVIDED BY OPERATING ACTIVITIES                       $  1,038,206        $ 653,517

          CHANGES IN ASSETS AND LIABILITIES                                (43,082)         (12,026)
          INTEREST EXPENSE, REALIZED                                       118,151          110,558
          UNREALIZED GAINS (LOSSES) ON OIL AND GAS DERIVATIVES             (66,623)          33,668
          OTHER NON-CASH ITEMS                                             (13,133)          (1,988)
                                                                      ------------        ---------

          EBITDA                                                      $  1,033,519        $ 783,729
                                                                      ============        =========



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

        ===============================================================================================
                                                                THREE MONTHS ENDED    NINE MONTHS ENDED
                                                                SEPTEMBER 30, 2004    SEPTEMBER 30, 2004
        ----------------------------------------------------- --------------------- ---------------------

                                                                                 
          Net income available  to common shareholders            $   85,585           $   275,818

          Adjustments, net of tax:
            Unrealized (gains) losses on derivatives                  24,757                46,408
            Loss on repurchases or exchanges of debt                      --                 4,432
                                                                  ----------           -----------

          Adjusted earnings*                                      $  110,342           $   326,658
                                                                  ==========           ===========

          Adjusted earnings per share assuming dilution           $     0.37           $      1.14
                                                                  ==========           ===========



          EBITDA                                                  $  361,336           $ 1,033,519

          Adjustments, before tax:
             Unrealized (gains) losses on oil and gas                 32,473                66,623
             derivatives
             Loss on repurchases or exchanges of debt                     --                 6,925
                                                                  ----------           -----------

          Adjusted EBITDA*                                        $  393,809           $ 1,107,067
                                                                  ==========           ===========


*Adjusted  earnings,  adjusted earnings per share assuming dilution 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.

                                       12

                                  SCHEDULE "A"

                   CHESAPEAKE'S OUTLOOK AS OF NOVEMBER 1, 2004

QUARTER  ENDING  DECEMBER 31, 2004; YEAR ENDING DECEMBER 31, 2004;  YEAR ENDING
DECEMBER 31, 2005;  YEAR ENDING DECEMBER 31, 2006.

We have adopted a policy of  periodically  providing  investors with guidance on
certain factors that affect our future financial performance.  As of November 1,
2004, we are using the  following key  assumptions  in our  projections  for the
fourth quarter of 2004, the full-year 2004, the full-year 2005 and the full-year
2006.

The primary changes from our July 26, 2004 Outlook are in italicized bold in the
table and are explained as follows:

1)       We have  deleted our 2004 third  quarter  forecast and have updated our
         forecasts for the 2004 fourth quarter, the full-year 2004 and full-year
         2005 forecasts and have provided our initial 2006 forecast.

2)       We have updated our previous production forecast for the full-year 2004
         to reflect  actual third quarter 2004  production,  which  exceeded the
         mid-point of our guidance by 24 mmcfe per day, or 2.4%. In addition, we
         have revised upward our fourth quarter 2004  production  forecast by 20
         mmcfe per day, or 2.0%,  from the  mid-point of our previous  guidance,
         ii) our full-year 2004 production forecast by 8 mmcfe per day, or 0.8%,
         from the mid-point of our previous  guidance,  iii) our full-year  2005
         forecast  by 33 mmcfe  per  day,  or 3.0%,  from the  mid-point  of our
         previous  guidance,  all to  account  for  better  than  expected  2004
         drilling results. The mid-point of our initial 2006 production forecast
         is 438 bcfe, or 1,200 mmcfe per day, a projected  increase of 7.6% over
         the midpoint of our revised 2005 forecast and 23.1% above the mid-point
         of our revised 2004 production forecast.

3)       We have  updated the  projected  effects  from  changes in our hedging
         positions  since our July 26, 2004 Outlook.

4)       We have included our expectations for future  NYMEX oil and gas prices

         to  illustrate  hedging  effects only.
5)       For ease of  reconciliation,  please note that our first  quarter  2004
         production was 78.9 bcfe,  our second quarter 2004  production was 86.5
         bcfe,  our third  quarter  production  was 94.2 bcfe and our first nine
         months  2004  production  was 259.7  bcfe.  Our July 26,  2004  Outlook
         forecasted a third quarter 2004  production  range of 91.5 to 92.5 bcfe
         and a  full-year  2004  production  range  of  353  to  355  bcfe.  The
         differences  are  attributable  to better than  expected  2004 drilling
         results.


                                       13



                                                             Quarter Ending     Year Ending       Year Ending       YEAR ENDING
                                                              DECEMBER 31,     DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                              -------------    -------------     -------------     ------------
                                                                  2004              2004              2005             2006
                                                                  ----              ----              ----             ----
Estimated Production:
                                                                                                         
  Oil - Mbo                                                       1,588            6,560             6,600             6,600
  Gas - Bcf                                                    88.5 - 89.5       317 - 319         364 - 372         393 - 403
  Gas Equivalent - Bcfe                                          98 - 99         356 - 358         403 - 411         433 - 443
  Daily gas equivalent midpoint - in  Mmcfe                       1,069             975              1,115             1,200
NYMEX Prices
 (for calculation of realized hedging effects only):
  Oil - $/Bo                                                          $46.67          $41.00             $40.00            $36.00
  Gas - $/Mcf                                                          $6.60           $6.01              $6.00             $6.00
Estimated Differentials to NYMEX Prices:
  Oil - $/Bo                                                          -$2.75          -$2.65             -$2.75            -$2.75
  Gas - $/Mcf                                                         -$0.75          -$0.70             -$0.70            -$0.70
Estimated Realized Hedging Effects
 (based on expected NYMEX prices above):
  Oil - $/Bo                                                         -$15.85         -$10.19              $0.06             $0.00
  Gas - $/Mcf                                                         -$0.53          -$0.23              $0.00            -$0.04
Operating Costs per Mcfe of Projected Production:
  Production expense                                          $0.57 - 0.62      $0.57 - 0.62      $0.62 - 0.67     $0.68 - 0.72
  Production taxes (generally 7% of O&G revenues)             $0.40 - 0.44      $0.28 - 0.33      $0.38 - 0.40     $0.38 - 0.40
  General and administrative                                  $0.10 - 0.11      $0.10 - 0.11      $0.10 - 0.11     $0.11 - 0.12
  Stock based compensation (non-cash)                         $0.02 - 0.04      $0.02 - 0.04      $0.04 - 0.06     $0.09 - 0.10
  DD&A - oil and gas                                          $1.65 - 1.70      $1.60 - 1.65      $1.65 - 1.75     $1.75 - 1.85
  Depreciation of other assets                                $0.08 - 0.10      $0.08 - 0.10      $0.09 - 0.11     $0.10 - 0.12
  Interest expense(a)                                         $0.45 - 0.49      $0.45 - 0.49      $0.43 - 0.47     $0.43 - 0.47
Other Income and Expense per Mcfe:
  Marketing and other income                                  $0.02 - 0.04      $0.02 - 0.04      $0.02 - 0.04     $0.02 - 0.04

Book Tax Rate                                                      36%              36%               36%               36%

Equivalent Shares Outstanding:
  Basic                                                          279 mm            254 mm            288 mm           290 mm
  Diluted                                                        347 mm            317 mm            349 mm           352 mm

Capital Expenditures:
  Drilling, leasehold and seismic                            $300 - $325 mm      $1,100 -          $1,200 -         $1,300 -
                                                                                $1,150 mm         $1,300 mm        $1,400 mm


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

COMMODITY HEDGING ACTIVITIES

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.

                                       14


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 (Loss)  Open and        Gas        Estimated
                    Swaps     of Open   from Locked    Locked      Production    Total Gas
                   in Bcf's   Swaps       Swaps       Positions   in Bcf's of:   Production
                  --------   -------   ----------   ----------   -------------  ----------
2004:
                                                                   
2004:
1st Qtr             69.5      $5.94      $0.03         $5.97            70.1          99%
2nd Qtr             62.2      $5.15      $0.00         $5.15            76.5          81%
3rd Qtr(1)          70.7      $5.49     -$0.09         $5.40            83.2          85%
4th Qtr(1)          76.5      $5.88     -$0.11         $5.77            89.0          86%
- ------------------------------------------------------------------------------------------
Total 2004         278.9      $5.63     -$0.05         $5.58           318.8          88%
==========================================================================================
==========================================================================================
2005:
1st Qtr             56.1      $6.82     -$0.12         $6.70            87.7          64%
2nd Qtr             30.4      $5.86     -$0.35         $5.51            90.7          34%
3rd Qtr             26.2      $5.77     -$0.36         $5.41            93.8          28%
4th Qtr             17.0      $5.85     -$0.63         $5.22            95.8          18%
==========================================================================================
Total 2005(1)      129.7      $6.26     -$0.30         $5.96           368.0          35%
==========================================================================================

==========================================================================================
Total 2006(1)(2)    13.8      $6.64     -$1.77         $4.87           398.0           3%
==========================================================================================

==========================================================================================
Total 2007(2)          -          -          -             -           430.0            -
- ------------------------------------------------------------------------------------------

==========================================================================================
TOTALS
- ------------------------------------------------------------------------------------------

2005-2007          143.5      $6.30     -$0.44         $5.86         1,196.0          12%
==========================================================================================


(1)Certain hedging  arrangements include swaps with knockout prices ranging from
   $3.50 to $5.25 covering 25.4 bcf in 2004, $3.75 to $5.00 covering 52.9 bcf in
   2005 and $3.75 to $5.25 covering 21.1 bcf in 2006.

(2)Swaps  covering  25.6 bcf have been locked for 2007.  This will result in the
   recognition of $11.6 million of losses in 2007 when the hedging  arrangements
   settle.

(3)Not shown above are collars  covering 1.1 bcf and 4.4 bcf of production in Q4
   2004 and in 2005,  respectively,  at a weighted  average floor and ceiling of
   $3.10 and $4.44. In addition,  call options  covering 10.2 bcf and 7.3 bcf of
   production  in Q4 2004 and in 2005 at a weighted  average  price of $6.31 and
   $6.00 are not included in the table above.

                                       15



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




                                                                 Assuming Gas
                                                              Production in Bcf's
                        Volume in Bcf's       NYMEX less:             of:             %Hedged
                       ----------------     ----------------   -------------------    -------
                                                                          
2004                        157.4                0.17                318.8              49%
2005                        175.2                0.25                368.0              48%
2006                        113.1                0.30                398.0              28%
2007                        107.7                0.26                430.0              25%
2008                        108.0                0.25                460.0              23%
2009                         80.3                0.28                490.0              16%
                       ----------------     ----------------   -------------------     ------
Totals                      741.7             $  0.26*             2,464.8              30%*
                       ================     ================   ===================     ======
* 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 mbo's      Estimated
                         mbo's       Price         of:         Production
                        --------      ------     ----------     ------------


Q1 - 2004                1,270        $28.58       1,465             87%
Q2 - 2004                1,540        $30.00       1,673             92%
Q3 - 2004(1)             1,519        $30.32       1,834             83%
Q4 - 2004(1)             1,518        $30.10       1,588             96%
                 ---------------------------------------------------------------
Total 2004(1)            5,847        $29.80       6,560             89%
                 ===============================================================

Q1 - 2005                  855        $41.76       1,650             52%
Q2 - 2005                  865        $41.63       1,650             52%
Q3 - 2005                  138        $31.16       1,650              8%
Q4 - 2005                  138        $30.62       1,650              8%
- --------------------------------------------------------------------------------

Total 2005(1)            1,996        $40.20       6,600             30%
                 ===============================================================

(1)Certain hedging  arrangements include swaps with knockout prices ranging from
   $21.00 to $26.00  covering 2,240 mbo in 2004 and knockout prices ranging from
   $26.00 to $34.00 covering 1,996 mbo in 2005.

                                       16


                                  SCHEDULE "B"

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

                NOW SUPERSEDED BY OUTLOOK AS OF NOVEMBER 1, 2004

QUARTER ENDING SEPTEMBER 30, 2004; QUARTER ENDING DECEMBER 31, 2004; YEAR ENDING
DECEMBER 31, 2004; YEAR ENDING DECEMBER 31, 2005.

We have adopted a policy of  periodically  providing  investors with guidance on
certain  factors that affect our future  financial  performance.  As of July 26,
2004, we are using the  following key  assumptions  in our  projections  for the
third and fourth quarters of 2004, the full-year 2004 and the full-year 2005.

The primary  changes from our May 11, 2004 guidance are in  italicized  bold and
are explained as follows:

1)       We have  replaced  our 2004 second  quarter  forecast  with our initial
         forecasts for the 2004 third and fourth quarters, have revised our full
         year 2004 forecast and have provided our initial 2005 forecast.
2)       We have updated our  previous  production  forecasts  for the full year
         2004 to  include  today's  announced  acquisitions  and the  results of
         recent  drilling  activities.   These  include  30  mmcfe  per  day  of
         production  beginning August 2, 2004 and an additional 30 mmcfe per day
         beginning  September 1, 2004 for the acquisitions and an additional 6.5
         mmcfe per day beginning July 1, 2004 for better than expected  drilling
         results during the second quarter.
3)       We have  updated  the  projected  effects  from the  reductions  in our
         hedging positions.
4)       We have included our  expectations  for future NYMEX oil and gas prices
         to illustrate hedging effects only. For ease of reconciliation,  please
         note that our first quarter 2004  production  was 78.9 bcfe, our second
         quarter  2004  production  was  86.5  bcfe  and  our  first  half  2004
         production was 165.4 bcfe. Our May 11, 2004 Outlook forecasted a second
         quarter  2004  production  range of 83-84  bcfe  and a full  year  2004
         production range of 341-347 bcfe.
5)       Solely for the  purposes  of this  Schedule  "A" we have  included  the
         projected effects of financing the recently announced acquisitions with
         the  issuance  of $300  million of  long-term  debt  securities  and 23
         million   shares  of  common  stock   (including  a  3  million   share
         over-allotment  option). There is no assurance we will make or complete
         such offerings.

                                       17




                                                              Quarter Ending    Quarter Ending     Year Ending       Year Ending
                                                              SEPTEMBER 30,     DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                              --------------    -------------     -------------     ------------
                                                                   2004              2004              2004             2005
                                                                   ----              ----              ----             ----
Estimated Production:
                                                                                                        
  Oil - Mbo                                                       1,600             1,600             6,340             6,360
  Gas - Bcf                                                      82 - 83         86.5 - 87.5        315 - 317         352 - 362
  Gas Equivalent - Bcfe                                        91.5 - 92.5         96 - 97          353 - 355         390 - 400
  Daily gas equivalent midpoint - in  Mmcfe                       1,000             1,049              967              1,082
NYMEX Prices
 (for calculation of realized hedging effects only):
  Oil - $/Bo                                                          $34.00          $32.00             $34.87            $30.00
  Gas - $/Mcf                                                          $5.71           $5.50              $5.73             $5.00
Estimated Differentials to NYMEX Prices:
  Oil - $/Bo                                                          -$2.75          -$2.75             -$2.75            -$2.75
  Gas - $/Mcf                                                         -$0.75          -$0.75             -$0.75            -$0.75
Estimated Realized Hedging Effects
 (based on expected NYMEX prices above):
  Oil - $/Bo                                                          -$3.52          -$1.82             -$4.70             $0.13
  Gas - $/Mcf                                                         -$0.23           $0.01             -$0.09             $0.11
Operating Costs per Mcfe of Projected Production:
  Production expense                                           $0.57 - 0.62      $0.57 - 0.62      $0.57 - 0.62     $0.60 - 0.65
  Production taxes (generally 7% of O&G revenues)              $0.34 - 0.38      $0.34 - 0.38      $0.28 - 0.33     $0.30 - 0.35
  General and administrative                                   $0.10 - 0.11      $0.10 - 0.11      $0.10 - 0.11     $0.10 - 0.11
  Stock based compensation (non-cash)                          $0.02 - 0.04      $0.02 - 0.04      $0.02 - 0.04     $0.06 - 0.07
  DD&A - oil and gas                                           $1.60 - 1.65      $1.60 - 1.65      $1.60 - 1.65     $1.65 - 1.70
  Depreciation of other assets                                 $0.08 - 0.10      $0.08 - 0.10      $0.08 - 0.10     $0.08 - 0.10
  Interest expense(a)                                          $0.46 - 0.50      $0.46 - 0.50      $0.45 - 0.49     $0.44 - 0.48
Other Income and Expense per Mcfe:
  Marketing and other income                                   $0.02 - 0.04      $0.02 - 0.04      $0.02 - 0.04     $0.02 - 0.04

Book Tax Rate                                                      36%               36%               36%               36%

Equivalent Shares Outstanding:
  Basic                                                           256 mm            278 mm            253 mm           285 mm
  Diluted(b)                                                      319 mm            328 mm            312 mm           328 mm

Capital Expenditures:
  Drilling, leasehold and seismic                             $260 - $290 mm    $260 - $290 mm       $1,000 -        $1,000 -
                                                                                                   $1,100 mm        $1,100 mm


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

(b) Does  not  include  the  potential  conversion  of  the  company's  4.125%
    convertible  preferred  stock because the common stock price does not exceed
    the conversion price of the preferred.

                                       18


COMMODITY HEDGING ACTIVITIES

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 (Loss)  Open and        Gas        Estimated
                    Swaps     of Open   from Locked    Locked      Production    Total Gas
                   in Bcf's   Swaps       Swaps       Positions   in Bcf's of:   Production
                  --------   -------   ------------   ----------   ------------- -----------
2004:
                                                                   
2004:
1st Qtr             69.5      $5.94     $0.03          $5.97           70.1          99%
2nd Qtr             62.2      $5.15     $0.00          $5.15           76.5          81%
3rd Qtr(1)          56.3      $5.34    -$0.09          $5.25           82.5          68%
4th Qtr(1)          35.0      $5.39    -$0.27          $5.12           87.0          40%
- ---------------------------------------------------------------------------------------------
Total 2004         223.0      $5.48    -$0.07          $5.41          316.1          71%
=============================================================================================

=============================================================================================
Total 2005(1)       61.3      $5.24    -$0.50          $4.74          357.0          17%
=============================================================================================

=============================================================================================
Total 2006(1)(2)       -          -         -              -          375.0           -
=============================================================================================

=============================================================================================
Total 2007(2)          -          -         -              -          395.0           -
- ---------------------------------------------------------------------------------------------

=============================================================================================
TOTALS
2004-2007          284.3      $5.43    -$0.29          $5.14        1,443.1          24%
=============================================================================================


(1) Certain hedging arrangements include swaps with knockout price ranging from
     $3.75 to $4.75 covering 4.6 bcf in 2004, $3.75 to $4.75 covering 9.1 bcf in
     2005 and $3.75 covering 7.3 bcf in 2006.

(2)  Swaps covering 32.9 bcf and 25.6 bcf have been locked for 2006 and 2007.
     This will result in the recognition of $22.6 million and $11.6 million of
     losses in 2006 and 2007, respectively, when the hedging arrangements
     settle.

(3)  Not shown above are collars covering 1.5 bcf and 4.4 bcf of production in
     2004 and 2005, respectively, at a weighted average floor and ceiling of
     $3.10 and $4.44. In addition, call options covering 27.4 bcf and 7.3 bcf of
     production in 2004 and 2005 at weighted average price of $6.19 and $6.00
     are not included in the table above.

                                       20



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


                                                                 Assuming Gas
                                                              Production in Bcf's
                        Volume in Bcf's       NYMEX less:             of:             %Hedged
                       ----------------    ----------------    -------------------    -------
                                                                          
2004                         157.4                0.173              316.1              50%
2005                         109.5                0.156              357.0              31%
2006                          47.5                0.155              375.0              13%
2007                          63.9                0.166              395.0              16%
2008                          64.0                0.166              415.0              15%
2009                          37.0                0.160              435.0               9%
                       -----------------   ----------------    -------------------    -------
Totals                       479.3         $      0.164*           2,293.1              21%
                       =================   ================    ===================    =======
* 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 mbo's      Estimated
                         mbo's       Price         of:         Production
                        --------      ------     ----------     ------------

Q1 - 2004                1,270        $28.58        1,465            87%
Q2 - 2004                1,540        $30.00        1,673            92%
Q3 - 2004(1)             1,519        $30.32        1,600            95%
Q4 - 2004(1)             1,518        $30.10        1,600            95%
                 --------------------------------------------------------------

Total 2004(1)            5,847        $29.80        6,338            92%
                 ==============================================================
Total 2005(1)              548        $31.56        6,360             9%
                 =============== ============== ===============================

(1)Certain  hedging  arrangements  include  swaps with a knockout  price ranging
   from  $21.00 to $26.00  covering  2,240 mbo in 2004 and a  knockout  price of
   $26.00 covering 548 mbo in 2005.

                                       21