POWER OF ATTORNEY
We, the undersigned officers and directors of Chesapeake
Energy Corporation (hereinafter, the "Company"), hereby severally
constitute Aubrey K. McClendon, Tom L. Ward and Marcus C. Rowland,
and each of them, severally, our true and lawful attorneys in fact
with full power to them and each of them to sign for us, and in our
names as officers or directors, or both, of the Company, a
Registration Statement on Form S-3, any amendment thereto (includ-
ing post-effective amendments), and any registration statement for
the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933 (the "Securities
Act"), for the purpose of registering under the Securities Act of
1933 shares of the Company's Common Stock, par value $.10 per
share, to be sold by certain stockholders of the Company, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, may lawfully do or cause to be done
by virtue hereof.
DATED this 16th day of May, 1996.
AUBREY K. MCCLENDON TOM L. WARD
Aubrey K. McClendon, Chairman Tom L. Ward, President and
of the Board and Chief Director
Executive Officer (Principal
Executive Officer)
MARCUS C. ROWLAND RONALD A. LEFAIVE
Marcus C. Rowland, Vice Ronald A. Lefaive, Controller
President - Finance and Chief (Principal Accounting Officer)
Financial Officer (Principal
Financial Officer)
BREENE M. KERR
E. F. Heizer, Jr., Director Breene M. Kerr, Director
SHANNON SELF FREDERICK B. WHITTEMORE
Shannon Self, Director Frederick B. Whittemore, Director
Date signed: May 15, 1996
WALTER C. WILSON
Walter C. Wilson, Director