1
                                                                     EXHIBIT 3.2

                                  AMENDMENT TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                         CHESAPEAKE ENERGY CORPORATION

                      (After Receipt of Payment for Stock)



                 The undersigned, Aubrey K. McClendon, as Chairman of the Board
and Chief Executive Officer, and Janice A. Dobbs, as Secretary of Chesapeake
Energy Corporation, a corporation organized and existing under the laws of the
State of Oklahoma (the "Corporation"), hereby certify as follows:

A.       The name of the Corporation is Chesapeake Energy Corporation.

B.       The name under which the Corporation was originally incorporated is
         Chesapeake Oklahoma Corporation.  The original Certificate of
         Incorporation of the Corporation was filed with the Secretary of State
         of Oklahoma on November 19, 1996, as amended by that certain
         Certificate of Ownership and Merger Merging Chesapeake Energy
         Corporation into Chesapeake Oklahoma Corporation filed with the
         Secretary of State of Oklahoma on December 23, 1996, effective
         December 31, 1996 (the "Certificate of Incorporation").

C.       This Amendment to Certificate of Incorporation was duly adopted in
         accordance with the provisions of Section 1077 of the General
         Corporation Act of Oklahoma (the "Act") at the Corporation's annual
         meeting by a majority of the outstanding capital stock of the
         Corporation entitled to vote thereon.  Written notice of the
         Corporation's annual meeting was given to the stockholders of the
         Corporation in accordance with the provisions of Section 1067 of the
         Act.

D.       The Certificate of Incorporation is hereby amended as follows:

1.       Amendment to Article IV.  The first sentence of Article IV of the
Certificate of Incorporation starting with the words "The total number of
shares of capital stock . . . " is hereby deleted in its entirety and the
following sentence is substituted therefor:

                 The total number of shares of capital stock which the
                 Corporation shall have authority to issue is Two Hundred Sixty
                 Million (260,000,000) shares, consisting of Ten Million
                 (10,000,000) shares of Preferred Stock, par value $0.01 per
                 share, and Two Hundred Fifty Million (250,000,000) shares of
                 Common Stock, par value $0.01 per share.
   2
                 IN WITNESS WHEREOF, this Amendment to Certificate of
Incorporation was duly adopted by the board of directors and the stockholders
of the Corporation in accordance with Section 1077 of the Act and executed this
9th day of December, 1997, by Aubrey K. McClendon, as Chairman of the Board and
Chief Executive Officer, and attested by Janice A. Dobbs, as Secretary.


                            
                                 /s/ Aubrey K. McClendon
                                 ----------------------------------------------
                                 Aubrey K. McClendon, Chairman of the Board and
                                 Chief Executive Officer



Attest:



/s/ Janice A. Dobbs 
- ---------------------------------                     
Janice A. Dobbs, Secretary