EXHIBIT 3.2
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CERTIFICATE OF ELIMINATION
Chesapeake Energy Corporation (the "Corporation"), a corporation
organized and existing under the Oklahoma General Corporation Act,
DOES HEREBY CERTIFY:
FIRST: That the Corporation has acquired 2,714,200 shares of its 6.75%
Cumulative Convertible Preferred Stock, par value $.01 per share (the "Acquired
Shares") through mandatory conversion, representing all of the outstanding
shares of the 6.75% Cumulative Convertible Preferred Stock.
SECOND: That the Board of Directors of the Corporation has adopted
resolutions retiring the Acquired Shares.
THIRD: That the Certificate of Designation for the 6.75% Cumulative
Convertible Preferred Stock (the "Certificate of Designation") prohibits the
reissuance of shares when so retired and, pursuant to the provisions of Section
1078 of the Oklahoma General Corporation Act, upon the date of the filing of
this Certificate of Elimination, the Certificate of Designation shall be amended
so as to reduce the number of authorized shares of the 6.75% Cumulative
Convertible Preferred Stock by 2,714,200 shares, being the total number of the
Acquired Shares retired by the Board of Directors, thus eliminating the 6.75%
Cumulative Convertible Preferred Stock in its entirety. Accordingly, the number
of authorized but undesignated shares of preferred stock of the Company shall be
increased by 2,714,200 shares. The retired Acquired Shares have a par value of
$.01 per share and an aggregate par value of $27,142.00.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its Treasurer and Senior Vice President - Human Resources and
attested to by its Secretary, this 24th day of November, 2004.
CHESAPEAKE ENERGY CORPORATION
By: /S/ MARTHA A BURGER
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Martha A. Burger
Treasurer and
Senior Vice President - Human Resources
ATTEST:
/S/ JENNIFER M. GRIGSBY
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Jennifer M. Grigsby
Secretary