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

               CHESAPEAKE ENERGY CORPORATION ANNOUNCES AGREEMENTS
                 TO ACQUIRE NATURAL GAS PROPERTIES FROM VARIOUS
                        PRIVATE SELLERS FOR $686 MILLION

        Transactions Include Production of 61 Mmcfe per Day and 566 Bcfe
       of Internally Estimated Reserves, Consisting of 289 Bcfe of Proved
             Reserves and 277 Bcfe of Probable and Possible Reserves

         Acquired Production 100% Hedged at $58.44 per Barrel and $7.65
             per Mcf of Natural Gas in 2005 and at $57.98 per Barrel
                    and $7.53 per Mcf of Natural Gas in 2006

OKLAHOMA  CITY,  OKLAHOMA,  APRIL  12,  2005  -  Chesapeake  Energy  Corporation
(CHK:NYSE) today announced that it has entered into four independent  agreements
with private sellers of oil and natural gas assets located in South Texas,  East
Texas and the Permian Basin for an aggregate of $686.4 million in cash.  Through
these transactions, Chesapeake anticipates acquiring an internally estimated 566
billion  cubic  feet of natural  gas  equivalent  (bcfe)  proved,  probable  and
possible (3P) reserves, comprised of 289 bcfe of proved reserves and 277 bcfe of
probable  and  possible  reserves.  Current net  production  is an  estimated 61
million cubic feet of natural gas equivalent (mmcfe) production per day from 405
existing wells.

After  allocating  $255.2  million of the $686.4  million  purchase price to the
98,000 net acres of leasehold (and related probable and possible reserves) being
acquired  from the sellers,  Chesapeake's  acquisition  cost for the 289 bcfe of
internally  estimated  proved  reserves will be $1.49 per thousand cubic feet of
natural gas equivalent (mcfe). Based on the company's projected development plan
which  includes  $683 million of  anticipated  future  drilling and  development
costs, Chesapeake estimates that its all-in cost of acquiring and developing the
566 bcfe of 3P reserves will be $2.42 per mcfe.

The   proved   reserves    associated   with   these    acquisitions    have   a
reserves-to-production  index estimated at 13.0 years,  are 89% natural gas, are
36% proved  developed  and have current  lease  operating  expenses of $0.32 per
mcfe. The properties are located in areas where Chesapeake already has extensive
drilling and producing operations.

On the acquired properties, Chesapeake has identified 276 proved undeveloped and
375 probable and possible drilling locations.  Pro forma for these acquisitions,
Chesapeake believes that it will own an internally  estimated 5.4 trillion cubic
feet of natural gas equivalent (tcfe) of proved oil and natural gas reserves and
more than 4.0 tcfe of unproven reserves as of December 31, 2004.

Chesapeake has hedged 100% of the 1,200 barrels of current oil  production  from
the  acquired  properties  at NYMEX oil prices of $58.44 per barrel for 2005 and
$57.98 per barrel for 2006.  In  addition,  the  company  has hedged 100% of the
54,000 mmcf of current gas production from the acquired  properties at NYMEX gas
prices of $7.65 per mmbtu for 2005 and $7.53  mmbtu for 2006,  levels well above
the prices used to value the acquisitions.

Chesapeake has recently closed one of the  transactions for  approximately  $228
million in cash and expects to close the remaining acquisitions by May 31, 2005.
The  pending  acquisitions  are  subject to  customary  closing  conditions  and
purchase price  adjustments but are not conditioned on the closing of any of the
other transactions.  Chesapeake intends to finance the acquisitions by issuing a
combination  of  senior  notes  and  preferred  stock.  As  a  result  of  these
acquisitions and the financings contemplated herein, the company has updated its
Outlook,  which is  attached  to this  release as  Exhibit  "A".  The  company's
previous  Outlook,  dated  February  22,  2005,  is  attached as Exhibit "B" for
comparative purposes.

The sellers  include  Houston-based  Laredo  Energy II, L.L.C and its  partners;
Houston-based Pecos Production Company;  Midland-based Rubicon Oil & Gas I, L.P:
and a Dallas-based independent oil and gas company. Laredo was advised by Petrie
Parkman & Co. of Houston and Pecos was advised by Waterous & Co. of Houston.




                               Management Comment

Aubrey K. McClendon,  Chesapeake's Chief Executive Officer,  commented,  "We are
pleased to announce these acquisitions for several reasons. First, they will add
to our growing  presence in South Texas,  East Texas and the Permian Basin,  all
areas of increasing  importance to Chesapeake.  Second,  these acquisitions have
all  of  the  attributes  of  successful  previous  Chesapeake   transactions  -
acquisitions  from private companies of low-cost,  high-margin  proved producing
natural gas reserves, exploitation potential of proved undeveloped, probable and
possible  reserves and  finally,  exploration  potential  for new  reserves.  In
addition,   the  acquisitions  are  heavily-weighted  to  natural  gas  and  the
properties  have  attractive  operating  and future  development  costs.  We are
confident that  Chesapeake can deliver  significant  shareholder  value from the
acquired properties for years to come."

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  THE FAIR VALUE OF
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 ITEM 1 OF OUR 2004 ANNUAL REPORT
ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 2005.
THEY INCLUDE THE VOLATILITY OF OIL AND GAS PRICES;  ADVERSE EFFECTS OUR LEVEL OF
INDEBTEDNESS  COULD HAVE ON OUR  OPERATIONS  AND FUTURE  GROWTH;  OUR ABILITY TO
COMPETE EFFECTIVELY AGAINST STRONG INDEPENDENT OIL AND GAS COMPANIES AND MAJORS;
THE  AVAILABILITY  OF CAPITAL ON AN ECONOMIC  BASIS TO FUND RESERVE  REPLACEMENT
COSTS;  UNCERTAINTIES INHERENT IN ESTIMATING QUANTITIES OF OIL AND GAS RESERVES;
PROJECTING   FUTURE  RATES  OF   PRODUCTION   AND  THE  TIMING  OF   DEVELOPMENT
EXPENDITURES;   OUR  ABILITY  TO  REPLACE   RESERVES  AND  SUSTAIN   PRODUCTION;
UNCERTAINTIES  IN  EVALUATING  OIL AND GAS RESERVES OF ACQUIRED  PROPERTIES  AND
ASSOCIATED  POTENTIAL  LIABILITIES;  UNSUCCESSFUL  EXPLORATION  AND  DEVELOPMENT
DRILLING;  DECLINES  IN THE VALUES OF OUR OIL AND GAS  PROPERTIES  RESULTING  IN
CEILING  TEST  WRITE-DOWNS;  LOWER  PRICES  REALIZED  ON OIL AND GAS  SALES  AND
COLLATERAL REQUIRED TO SECURE HEDGING  LIABILITIES  RESULTING FROM OUR COMMODITY
PRICE RISK MANAGEMENT  ACTIVITIES;  AND DRILLING AND OPERATING RISKS. WE CAUTION
YOU NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK
ONLY AS OF THE DATE OF THIS PRESS  RELEASE,  AND WE UNDERTAKE NO  OBLIGATION  TO
UPDATE THIS INFORMATION.

OUR  PRODUCTION  FORECASTS  ARE  DEPENDENT  UPON  MANY  ASSUMPTIONS,   INCLUDING
ESTIMATES OF PRODUCTION  DECLINE  RATES FROM  EXISTING  WELLS AND THE OUTCOME OF
FUTURE DRILLING ACTIVITY. ALSO, OUR INTERNAL ESTIMATES OF RESERVES, PARTICULARLY
THOSE IN THE PROPERTIES PROPOSED TO BE ACQUIRED WHERE WE MAY HAVE LIMITED REVIEW
OF DATA OR EXPERIENCE  WITH THE RESERVES,  MAY BE SUBJECT TO REVISION AND MAY BE
DIFFERENT  FROM  ESTIMATES  BY OUR  EXTERNAL  RESERVOIR  ENGINEERS  AT YEAR-END.
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.

THE ANNOUNCEMENT OF PROPOSED FINANCINGS THROUGH THE ISSUANCE OF SENIOR NOTES AND
PREFERRED STOCK IN THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES.  THE TERMS OF ANY SUCH OFFERINGS
HAVE  NOT  BEEN  DECIDED.  THE  SECURITIES  WILL  NOT BE  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933 OR ANY STATE  SECURITIES  LAWS, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES ABSENT  REGISTRATION  OR AN APPLICABLE  EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE LAWS.

CHESAPEAKE  ENERGY  CORPORATION  IS THE FOURTH 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 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.

                                       2

                                  SCHEDULE "A"

                    CHESAPEAKE'S OUTLOOK AS OF APRIL 12, 2005

Quarter Ending June 30, 2005; 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 April 12,
2005, we are using the  following key  assumptions  in our  projections  for the
second quarter of 2005, the full-year 2005 and the full-year 2006.

The primary changes from our February 22, 2005 Outlook are in italicized bold in
the table and are explained as follows:

1)   We have shown the operational and financial effects of the acquisitions and
     anticipated financing of them as described in our press release dated April
     12, 2005.

2)   We have shown our  projections for the quarter ending June 30, 2005 for the
     first time.

3)   We have updated the projected effects from changes in our hedging positions
     since our February 22, 2005 Outlook.

4)   We  have  updated  certain  of our  cost  and  oil and  natural  gas  price
     differentials  to reflect changing market  conditions.

5)   We have  included our  expectations  for future NYMEX oil and gas prices to
     illustrate hedging effects only.



                                                         Quarter Ending           Year Ending            Year Ending
                                                          June 30, 2005        December 31, 2005      December31, 2006
                                                          -------------        -----------------      ----------------

Estimated Production:
                                                                                                
  Oil - Mbo                                                      1,770                  7,000                  7,300
  Gas - Bcf                                                     98-100                403 - 410              452 - 462
  Gas Equivalent - Bcfe                                      108.5 - 110.5            445 - 452              496 - 506
  Daily gas equivalent midpoint -in Mmcfe                        1,203                  1,229                  1,373

NYMEX Prices
 (for calculation of realized hedging effects only):
  Oil - $/Bo                                                     $45.00                $46.21                  $45.00
  Gas - $/Mcf                                                    $6.78                  $6.51                  $6.50

Estimated Differentials to NYMEX Prices:
  Oil - $/Bo                                                    -$4.00                 -$4.00                  -$4.00
  Gas - $/Mcf                                                   -$0.80                 -$0.80                  -$0.80

Estimated Realized Hedging Effects
 (based on expected NYMEX prices above):
  Oil - $/Bo                                                    - $0.78                -$0.87                  $1.12

  Gas - $/Mcf                                                    -$0.26                 $0.13                  $0.10

Operating Costs per Mcfe of Projected Production:

  Production expense                                         $0.68 - 0.72           $0.68 - 0.72            $0.72 - 0.77
  Production taxes (generally 7% of O&G revenues) (a)        $0.40 - 0.45           $0.40 - 0.45            $0.40 - 0.45
  General and administrative                                 $0.10 - 0.12           $0.10 - 0.12            $0.11 - 0.13
  Stock-based compensation (non-cash)                        $0.03 - 0.05           $0.03 - 0.05            $0.04 - 0.06
  DD&A - oil and gas                                         $1.75 - 1.85           $1.75 - 1.85            $1.85 - 1.95
  Depreciation of other assets                               $0.09 - 0.11           $0.09 - 0.11            $0.10 - 0.12
  Interest expense(b)                                        $0.43 - 0.47           $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

Book Tax Rate (~ 95% deferred)                                   36.5%                  36.5%                  36.5%

Equivalent Shares Outstanding:
  Basic                                                         312 mm                 315 mm                  318 mm
  Diluted                                                       367 mm                 364 mm                  370 mm
Capital Expenditures:
  Drilling, leasehold and seismic                           $400 - $450 mm       $1,600 - $1,800 mm      $1,800 - $2,000 mm



(a)  Severance tax per mcfe is based on NYMEX prices of $45.00 per barrel of oil
     and natural gas prices ranging from $6.00-$7.20 during Q2 2005, $6.50-$7.50
     during calendar 2005, and $6.35-$7.25 during calendar 2006.

(b)  Does not include gains or losses on interest rate derivatives (SFAS 133).
                                       3


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.

                                       4


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


2005:
                                                                   
1st Qtr             62.2      $7.00      -$0.18        $6.82          91.5           68%
2nd Qtr             63.1      $6.29      -$0.17        $6.12          99.0           64%
3rd Qtr             57.0      $6.41      -$0.19        $6.22         105.0           54%
4th Qtr             38.1      $6.64      -$0.28        $6.36         111.0           34%
========================================================================================================
Total 2005(1)      220.4      $6.58      -$0.19        $6.39         406.5           54%
========================================================================================================

========================================================================================================
Total 2006(1)       79.4      $7.10      -$0.31        $6.79         457.0           17%
========================================================================================================

========================================================================================================
TOTALS
- --------------------------------------------------------------------------------------------------------
2005-2006          299.8      $6.72      -$0.22        $6.50         863.5           35%
========================================================================================================




     (1)  Certain  hedging  arrangements  include  swaps  with  knockout  prices
          ranging  from  $3.75 to $5.50  covering  79.5 bcf in 2005 and $3.75 to
          $5.50 covering 35.7 bcf in 2006.

     Note: Not shown above are collars covering 4.4 bcf of production in 2005 at
     a weighted  average  floor and ceiling of $3.10 and $4.44 and call  options
     covering  7.3 bcf of  production  in 2005 at a  weighted  average  price of
     $6.00.

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




                                                                 Assuming Gas
                        Volume in Bcf's       NYMEX less:     Production in Bcf's    %Hedged
                       ----------------     ----------------   -------------------    -------

                                                                            
2005                          188.6            $      0.26            406.5             46%
2006                          130.1                   0.32            457.0             28%
2007                          126.5                   0.28            490.0             26%
2008                          118.6                   0.27            515.0             23%
2009                           86.6                   0.29            540.0             16%
                       -----------------     ----------------   ------------------      ------
Totals                        650.4            $      0.28          2,408.5             27%
                       =================     ================   ==================      ======


* weighted average


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

                                       5





                                                                          % Hedged
                                                ----------------------------------------------------------------

                   Open Swaps     Avg. NYMEX            Assuming Oil                Open Swap Positions as %
                    in mbo's     Strike Price     Production in mbo's of:         of Total Estimated Production
                    --------     ------------     -----------------------         -----------------------------


                                                                                   
Q1 - 2005              870.5        $41.87                 1,650                               53%
Q2 - 2005            1,107.0        $43.76                 1,770                               63%
Q3 - 2005              522.0        $47.59                 1,790                               29%
Q4 - 2005              429.5        $47.32                 1,790                               24%
- ----------------------------------------------------------------------------------------------------------------

Total 2005(1)        2,929.0        $44.40                 7,000                               42%
                 ===============================================================================================
Total 2006(1)          835.0        $55.68                 7,300                               11%
                 ===============================================================================================



(1) Certain hedging arrangements include swaps with knockout prices ranging from
    $26.00 to $42.00 covering 2,317 mbo in 2005 and $40.00 to $42.00 covering
    501.5 mbo in 2006.

                                       6



                                  SCHEDULE "B"

              CHESAPEAKE'S PREVIOUS OUTLOOK AS OF FEBRUARY 22, 2005
                          (PROVIDED FOR REFERENCE ONLY)

                 NOW SUPERSEDED BY OUTLOOK AS OF APRIL 12, 2005

Quarter Ending March 31, 2005; 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 February 22,
2005, we are using the following key assumptions in our projections for the
first quarter of 2005, the full-year 2005 and the full-year 2006.

The primary changes from our December 27, 2004 Outlook are in italicized bold in
the table and are explained as follows:

     1) We have provided our first production  forecast for the first quarter of
     2005.
     2) We have increased  capital  expenditures by $100 million in 2005 and $50
     million in 2006 to  reflect a planned  increase  in  drilling  activity  on
     various company  properties.
     3) We have  updated  the  projected  effects  from  changes in our  hedging
     positions  since our December  27, 2004  Outlook.  4) We have  included our
     expectations  for  future  NYMEX oil and gas prices to  illustrate  hedging
     effects only.





                                                          Quarter Ending      Year Ending         Year Ending
                                                          March 31, 2005    December 31, 2005   December31, 2006
                                                          -------------     -----------------  ----------------
Estimated Production:
                                                                                     
  Oil - Mbo                                                   1,650             6,600             6,600
  Gas - Bcf                                                  91 - 92          391 - 399         438 - 448
  Gas Equivalent - Bcfe                                     101 - 102         430 - 438         478 - 488
  Daily gas equivalent midpoint -in Mmcfe                     1,128             1,190             1,325

NYMEX Prices
(for calculation of realized hedging effects only):
  Oil - $/Bo                                                  $42.28            $40.57           $40.00
  Gas - $/Mcf                                                 $6.17             $6.04             $6.00

Estimated Differentials to NYMEX Prices:
  Oil - $/Bo                                                  -$2.75            -$2.75           -$2.75
  Gas - $/Mcf                                                 -$0.75            -$0.70           -$0.70

Estimated Realized Hedging Effects (based on expected NYMEX prices above):

  Oil - $/Bo                                                  -$0.23            $0.04             $0.00
  Gas - $/Mcf                                                  $0.56            $0.07             $0.00

Operating Costs per Mcfe of Projected Production:
  Production expense                                       $0.62 - 0.67      $0.62 - 0.67     $0.68 - 0.72
  Production taxes (generally 7% of O&G revenues)          $0.38 - 0.40      $0.38 - 0.40     $0.38 - 0.40
  General and administrative                               $0.10 - 0.11      $0.10 - 0.11     $0.11 - 0.12
  Stock-based compensation (non-cash)                      $0.02 - 0.04      $0.04 - 0.06     $0.09 - 0.10
  DD&A - oil and gas                                       $1.70 - 1.75      $1.75 - 1.80     $1.80 - 1.90
  Depreciation of other assets                             $0.09 - 0.11      $0.09 - 0.11     $0.10 - 0.12
  Interest expense(a)                                      $0.43 - 0.47      $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

Book Tax Rate                                                 36.5%             36.5%             36.5%

Equivalent Shares Outstanding:
  Basic                                                       314 mm            315 mm           318 mm
  Diluted                                                     352 mm            352 mm           355 mm
Capital Expenditures:
  Drilling, leasehold and seismic                         $350 - $375 mm   $1,400 - $1,500      $1,500 -
                                                                                  mm            $1,600 mm



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

                                       7


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.

                                       8


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


2005:
                                                                   
1st Qtr             62.2      $7.00       -$0.18       $6.82           91.5          68%
2nd Qtr                 52.2            $6.17             -$0.19            $5.98             97.0                54%
3rd Qtr                 46.4            $6.19             -$0.23            $5.96            101.5                46%
4th Qtr                 27.5            $6.26             -$0.39            $5.87            105.0                26%
========================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------
Total 2005(1)          188.3            $6.46             -$0.22            $6.24            395.0                48%
========================================================================================================================

========================================================================================================================
Total 2006(1)           39.3            $6.77             -$0.62            $6.15            443.0                 9%
========================================================================================================================

========================================================================================================================
Total 2007(2)              -              -                      -                 -         470.0                 -
========================================================================================================================

========================================================================================================================
TOTALS
- ------------------------------------------------------------------------------------------------------------------------
2005-2007                227.6          $6.51                -$0.29         $6.22           1,308.0               17%
========================================================================================================================



(1)  Certain hedging arrangements include swaps with knockout prices ranging
     from $3.75 to $5.50 covering 70.0 bcf in 2005 and $3.75 to $5.50 covering
     28.4 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.


Note: Not shown above are collars covering 4.4 bcf of production in 2005 at a
weighted average floor and ceiling of $3.10 and $4.44. and call options covering
7.3 bcf of production in 2005 at a weighted average price of $6.00.


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




                                                                 Assuming Gas
                        Volume in Bcf's       NYMEX less:     Production in Bcf's    %Hedged
                       ----------------     ----------------  -------------------    -------

                                                                         
2005                          188.6            0.26                392.0                48%
2006                          130.1            0.32                440.0                30%
2007                          126.5            0.28                470.0                27%
2008                          118.6            0.27                495.0                24%
2009                           86.6            0.29                520.0                17%
                       -----------------    ----------------  ------------------      ------
Totals                        650.4         $  0.28              2,317.0                28%
                       =================    ================  ==================      ======


* weighted average

                                       9



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





                                                                          % Hedged
                                                ----------------------------------------------------------------

                   Open Swaps     Avg. NYMEX            Assuming Oil                Open Swap Positions as %
                    in mbo's     Strike Price     Production in mbo's of:         of Total Estimated Production
                    --------     ------------     -----------------------         -----------------------------

                                                                                   
Q1 - 2005              870.5        $41.87                 1,650                               53%
Q2 - 2005            1,001.0        $42.39                 1,650                               61%
Q3 - 2005              246.0        $38.00                 1,650                               15%
Q4 - 2005              153.5        $32.15                 1,650                                9%
- ---------------------------------------------------------------------------------------------------------------

Total 2005(1)        2,271.0        $41.02                 6,600                               34%
                 ===============================================================================================



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

                                       10