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EXHIBIT 3.2

BYLAWS

CHESAPEAKE ENERGY CORPORATION

(AN OKLAHOMA CORPORATION)

(AS AMENDED THROUGH AUGUST 10, 2001)

TABLE OF CONTENTS

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Page
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Article 1 - Shareholders' Meetings........................................................................ 1

Section 1 - Annual Meeting.................................................................. 1
Section 2 - Special Meeting................................................................. 1
Section 3 - Notice of Meetings.............................................................. 1
Section 4 - Quorum.......................................................................... 2
Section 5 - Voting.......................................................................... 2
Section 6 - List of Shareholders............................................................ 2
Section 7 - Organization.................................................................... 2
Section 8 - Order of Business............................................................... 3
Section 9 - Nomination of Directors......................................................... 3
Section 10 - Notice of Business............................................................. 3

Article II - Directors.................................................................................... 4

Section 1 - Powers.......................................................................... 4
Section 2 - Number.......................................................................... 4
Section 3 - Vacancies....................................................................... 5
Section 4 - Place of Meetings............................................................... 5
Section 5 - Regular Meetings................................................................ 5
Section 6 - Special Meetings................................................................ 5
Section 7 - Quorum.......................................................................... 5
Section 8 - Presence at Meeting............................................................. 5
Section 9 - Action Without Meeting.......................................................... 6
Section 10 - Committees of the Board........................................................ 6
Section 11 - Compensation................................................................... 6
Section 12 - Advisory Directors............................................................. 7
Section 13 - Resignation.................................................................... 7
Section 14 - Removal........................................................................ 7
Section 15 - Preferred Directors............................................................ 7

Article III - Officers and Employees...................................................................... 7

Section 1 - Election........................................................................ 7
Section 2 - Term, Removal and Vacancies..................................................... 7
Section 3 - Chairman of the Board........................................................... 8
Section 4 - Chief Executive Officer......................................................... 8
Section 5 - Vice Chairman of the Board...................................................... 8
Section 6 - President....................................................................... 8
Section 7 - Vice Presidents................................................................. 9
Section 8 - Secretary....................................................................... 9
Section 9 - Treasurer....................................................................... 9
Section 10 - Divisional Officers............................................................ 9
</Table>

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<Table>

Article IV - Stock Certificates and Transfer Books........................................................ 9

Section 1 - Certificates.................................................................... 9
Section 2 - Record Ownership................................................................ 10
Section 3 - Transfer Agent and Registrar.................................................... 10
Section 4 - Lost Certificates............................................................... 10
Section 5 - Transfer of Stock............................................................... 10
Section 6 - Fixing Date for Determination of
Shareholders of Record........................................................ 10

Article V - General Provisions............................................................................ 11

Section 1 - Offices......................................................................... 11
Section 2 - Voting of Stock................................................................. 11
Section 3 - Notices......................................................................... 11
Section 4 - Waiver of Notice................................................................ 11

Article VI - Indemnification of Officers, Directors, Employees and Agents................................. 11

Article VII - Amendments.................................................................................. 13
</Table>

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BYLAWS

CHESAPEAKE ENERGY CORPORATION
(AN OKLAHOMA CORPORATION)

ARTICLE 1

SHAREHOLDERS' MEETINGS

Section 1. Annual Meeting. The annual meeting of shareholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held within six (6) months following the end of
the fiscal year of the corporation at such time, date and place as shall be
determined by the board of directors. The meeting shall be held at the principal
offices of the corporation or at such other place as shall be determined by a
majority of the directors.

Section 2. Special Meeting. Special meetings of shareholders may be
called for any purpose or purposes, unless otherwise prescribed by the Oklahoma
General Corporation Act (the "Act") and may be called only by the chairman of
the board, or shall be called by the president or secretary, at the request, in
writing, of a majority of the board of directors or by shareholders who are the
record owners of ten percent (10%) or more of the outstanding shares of the
corporation's stock entitled to vote at the election of directors. Such request
shall state the purpose or purposes of the proposed meeting. Any such meeting
shall be held at such places, within or without the State of Oklahoma, as may be
specified in the call of any meeting.

Section 3. Notice of Meetings. Unless otherwise provided in the Act,
written notice of every meeting of shareholders stating the place, date, hour
and, in the case of a special meeting, purposes thereof, shall, except when
otherwise required by law, be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each shareholder entitled to vote
thereat.

At any meeting at which a quorum of shareholders is present, in person
or represented by proxy, the chairman of the meeting or the holders of the
majority of the shares of stock present or represented by proxy may adjourn from
time to time until its business is completed. At the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting. Otherwise, no notice need be given.

If mailed, notice shall be deemed to be given when deposited in the
United States mail, addressed to the shareholder at his address as it appears on
the records of the corporation, with postage thereon prepaid.

A written waiver of any notice of any meeting of shareholders, signed
by the person entitled thereto, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or conveyed.

Business transacted at any special meeting of shareholders shall be
limited to the purposes stated in the notice, but the purpose of any such
special meeting need not be stated in the notice of such special meeting.

Section 4. Quorum. The holders of a majority of the shares of stock
entitled to vote, present in person or by proxy, shall, except as otherwise
provided by law, constitute a quorum for the transaction of business at all
meetings of the shareholders.

Section 5. Voting. Unless otherwise provided by the corporation's
Certificate of Incorporation and any amendments thereto or certificates of
designation, at every meeting of shareholders or, if action is to be taken by
written consent without a meeting, each shareholder shall be entitled to one
vote, in person or by proxy, for each share of stock having voting power held by
such shareholder. Unless otherwise provided by law, no proxy shall be voted on
after three years from its date unless the proxy provides for a longer period.
All elections and questions shall be decided by a plurality of the votes cast,
in person or by proxy, except as otherwise required by law, or any stock
exchange requirements or as set forth in the corporation's Certificate of
Incorporation, any amendments thereto, these bylaws or the terms of any series
of outstanding preferred stock.

Section 6. List of Shareholders. Unless otherwise provided in the Act,
at least ten (10) days before every meeting of shareholders, a complete list of
the shareholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each shareholder, and the number of shares
registered in the name of each shareholder, shall be prepared by the officer in
charge of the stock ledger. Such list shall be open to the examination of any
shareholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting or, if not specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof and may be inspected by
any shareholder who is present. The stock ledger shall be the only evidence as
to who are shareholders entitled to examine the stock ledger, the list required
by this section or the books of the corporation, or to vote in person or by
proxy at any meeting of shareholders.

Section 7. Organization. At each meeting of shareholders, the chairman
of the board of directors, if one shall have been elected (or in his absence or
if one shall not have been

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elected, the president), shall act as chairman of the meeting. The secretary (or
in his absence or inability to act, the person whom the chairman of the meeting
shall appoint secretary of the meeting) shall act as secretary of the meeting
and keep the minutes thereof.

Section 8. Order of Business. The chairman of the meeting shall
determine the order of business and the procedure at the meeting, including
regulation of the manner of voting and the conduct of discussion.

Section 9. Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in these bylaws shall be eligible to
serve as directors. Nominations of persons for election to the board of
directors of the corporation may be made (a) by or at the direction of the board
of directors, or (b) by any shareholder of the corporation who is a shareholder
of record at the time of giving of notice provided for in this Section 9, who
shall be entitled to vote for the election of directors at the meeting and who
complies with the procedures set forth below. Any such nominations (other than
those made by or at the direction of the board of directors) must be made
pursuant to timely notice in writing to the secretary of the corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that less than seventy (70) days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be received no later than the close of business on
the tenth day following the day on which notice of the date of the meeting was
mailed or public disclosure thereof was made, whichever occurred first. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including
such person's written consent to being named as a nominee and to serving as a
director if elected); and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the corporation's books, of such
shareholder, and (ii) the class and number of shares of stock of the corporation
which are beneficially owned by such shareholder. At the request of the board of
directors, any person nominated by the board of directors for election as a
director shall furnish to the secretary of the corporation that information
required to be set forth in a shareholder's notice of nomination which pertains
to the nominee. Notwithstanding anything in these bylaws to the contrary, no
person shall be eligible to serve as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section 9. If the
chairman of the meeting shall determine, based on the facts, that a nomination
was not made in accordance with the procedures set forth in this Section 9, he
shall so declare to the meeting and the defective nomination shall be
disregarded. Notwithstanding the foregoing provisions of this Section 9, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, and the rules and regulations thereunder, with respect to
the matters set forth in this Section 9.

Section 10. Notice of Business. At any meeting of the shareholders,
only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the board of directors, or (b) by any
shareholder of the corporation who is a

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shareholder of record at the time of giving of the notice provided for in this
Section 10, who shall be entitled to vote at such meeting and who complies with
the procedures set forth below. For business to be properly brought before a
shareholder meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the secretary of the corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice by the shareholder
to be timely must be received no later than the close of business on the tenth
day following the day on which notice of the date of the meeting was mailed or
public disclosure thereof was made, whichever occurred first. Such shareholder's
notice shall set forth as to each matter the shareholder purposes to bring
before the meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(b) the name and address, as they appear on the corporation's books, of the
shareholder proposing such business, (c) the class and number of shares of stock
of the corporation which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at a shareholder
meeting except in accordance with the procedures set forth in this Section 10.
If the chairman of the meeting shall determine, based on the facts, that
business was not properly brought before the meeting in accordance with the
procedures set forth in this Section 10, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this Section 10, a
shareholder shall also comply with all application requirements of the
Securities Exchange Act of 1934, and the rules and regulations thereunder with
respect to the matters set forth in this Section 10.

ARTICLE II

DIRECTORS

Section 1. Powers. The business and affairs of the corporation shall be
managed by or under the direction of its board of directors.

Section 2. Number. The number of directors which shall constitute the
whole board shall not be less than three nor more than nine, and shall be
determined by resolution adopted by a vote of two-thirds (2/3) of the entire
board, or at an annual or special meeting of shareholders by the affirmative
vote of sixty-six and two-thirds percent (66-2/3%) of the outstanding stock
entitled to vote. No reduction in number shall have the effect of removing any
director prior to the expiration of his term. In the event the number of
directors which constitute the whole board shall be three or more, the board of
directors shall be divided into three classes as nearly equal in number as
possible with the term of office of one class expiring each year. At the first
shareholders' meeting following the election or appointment of three or more
directors which constitute the whole board, the term of office of those of the
first class shall expire at the first annual meeting after their election; the
term of office of those of the second class shall expire at the second annual
meeting after their election; and the term of office of those of the third class
shall expire at the third annual meeting after their election. At each annual
meeting held after

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such classification and election, directors shall be chosen for a full term of
three years to succeed those whose terms expire.

No person may stand for election to, or be elected to, the board of
directors or be appointed by the directors to fill a vacancy on the board of
directors who shall have made, or be making, improper or unlawful use of the
corporation's confidential information. Directors need not be shareholders.

Section 3. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, and
the directors so chosen shall hold office until the next annual election of the
class for which each such director has been chosen and until his successor is
duly elected and qualified, or until his earlier resignation or removal.

Section 4. Place of Meetings. Board meetings may be held at such
places, within or without the State of Oklahoma, as stated in these bylaws or as
the board may, from time to time, determine or as may be specified in the call
of any meetings.

Section 5. Regular Meetings. The annual meeting of the board shall be
held without call or notice immediately after and at the same general place as
the annual meeting of the shareholders, for the purpose of electing officers and
transacting any other business that may properly come before the meeting.
Additional regular meetings of the board may be held without call or notice at
such place and at such time as shall be fixed by resolution of the board but in
the absence of such resolution shall be held upon call by the president or a
majority of directors.

Section 6. Special Meetings. Special meetings of the board may be
called by the chairman of the board or the president or by a majority of the
directors then in office. Notice of special meetings shall be given to each
director at least three (3) days before the meeting. Such notice shall set forth
the time and place of such meeting, but need not, unless otherwise required by
law, state the purposes of the meeting. A majority of the directors present at
any meeting may adjourn the meeting from time to time without notice other than
announcement at the meeting.

Section 7. Quorum. A majority of the total number of directors,
excluding any vacancies, shall constitute a quorum for the transaction of
business at any meeting of the board; provided, however, that in no event shall
a number which is less than one-third (1/3) of the total number of directors
(excluding vacancies) constitute a quorum. If at any meeting a quorum is not
present, a majority of the directors present may adjourn the meeting from time
to time without notice other than announcement at the meeting until a quorum is
present. The act of a majority of directors present in person at a meeting at
which a quorum is present shall be the act of the board of directors.

Section 8. Presence at Meeting. Members of the board of directors, or
of any committee thereof, may participate in a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons

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participating in the meeting can hear each other, and such participation shall
be deemed presence in person at such meeting.

Section 9. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the board of directors, or of any committee thereof,
may be taken without a meeting if all members of the board or such committee, as
the case may be, consent thereto in writing, and such written consent is filed
with the minutes of the proceedings of the board or such committee.

Section 10. Committees of the Board. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each such committee to consist of one or more of the directors of
the corporation and shall have such name or names as may be determined from time
to time by resolution adopted by the board. The board may designate one or more
directors as alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and generally perform such duties and exercise such powers as may
be directed or delegated by the board of directors from time to time and,
furthermore, may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation (except that
a committee may, to the extent authorized in the resolution(s) providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 1032(A) of the Act, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for shares of any other class or classes or any other
series of the same or any other class or classes or stock of the corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), adopting an agreement of merger or
consolidation, recommending to the shareholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the shareholders a dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation; and unless the
resolution of the board of directors, the Certificate of Incorporation or these
bylaws expressly so provide, no such committee shall have the power or authority
to declare a dividend or to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to the Act. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the board to act at the meeting in the place of such absent or disqualified
member. Each such committee shall keep regular minutes of its proceedings and
report the same to the board of directors as and when required.

Section 11. Compensation. Each director shall be reimbursed for
reasonable expenses incurred in attending any meeting of the board or of any
committee of which such director shall be a member. The board may, by
resolution, allow reasonable fees to some or all of the directors for attendance
at any board or committee meeting. No such payment shall preclude any directors
from serving the corporation in any other capacity and receiving compensation
therefor.

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Section 12. Advisory Directors. The board of directors may appoint
individuals who may, but need not be, officers or employees of the corporation
to serve as members of an advisory board of directors of the corporation and may
fix fees or compensation for attendance at meetings of any such advisory board.
The members of any such advisory board may adopt and from time to time may amend
rules and regulations for the conduct of their meetings and shall keep minutes
which shall be submitted to the board of directors of the corporation. The term
of office of any member of the advisory board of directors shall be at the
pleasure of the board of directors and shall expire the day of the annual
meeting of the shareholders of the corporation. The function of any such
advisory board of directors shall be to advise with respect to the affairs of
the corporation.

Section 13. Resignation. Any director may resign at any time by giving
written notice to the board of directors or to the secretary of the corporation.
The resignation of any director shall take effect upon receipt of notice thereof
or at such later time as shall be specified in such notice; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

Section 14. Removal. No director may be removed from office by the
shareholders except for cause with the affirmative vote of the holders of not
less than a majority of the total voting power of all outstanding securities of
the corporation then entitled to vote generally in the election of directors
voting together as a single class.

Section 15. Preferred Directors. Notwithstanding anything else
contained herein, whenever the holders of one or more classes or series of
preferred stock shall have the right, voting separately as a class or series, to
elect directors, the nomination, election, term of office, filling of vacancies,
removal and other features of such directorships shall be governed by the terms
of the certificate of designation for such classes or series, and such directors
so elected shall not be subject to the provisions of Sections 2, 3 and 14 of
this Article II unless otherwise provided therein.

ARTICLE III

OFFICERS AND EMPLOYEES

Section 1. Election. At the annual meeting of the board, there shall be
elected such officers as may be necessary to enable the corporation to sign
instruments and stock certificates which comply with the Act. Such officers may
include a chairman of the board, chief executive officer, vice chairman of the
board, a president, one or more vice presidents (who may be designated by
different classes), a secretary, a treasurer and other officers. No officer need
be a director. Two or more offices may be held by the same person.

Section 2. Term, Removal and Vacancies. All officers shall serve at the
pleasure of the board. Any officer elected or appointed by the board may be
removed at any time by the board whenever in its judgment the best interests of
the corporation would be served thereby, but

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such removal shall be without prejudice to the contract rights, if any, of the
person so removed. A vacancy in any office shall be filled by the board of
directors.

Section 3. Chairman of the Board. The chairman of the board, if one has
been elected, shall preside at all meetings of the board, shareholders and
committees of which he is a member. He shall have such powers and perform such
duties as may be authorized by the board of directors.

Section 4. Chief Executive Officer. If the board of directors has
elected a chairman of the board, it may designate the chairman of the board as
the chief executive officer of the corporation. If no chairman of the board has
been elected, or in his absence or inability to act, or if no such designation
has been made by the board of directors, the president shall be the chief
executive officer of the corporation. The chief executive officer shall (i) have
the overall supervision of the business of the corporation and shall direct the
affairs and policies of the corporation, subject to any directions which may be
given by the board of directors, (ii) shall have authority to designate the
duties and powers of officers and delegate special powers and duties to
specified officers, so long as such designations shall not be inconsistent with
the laws of the State of Oklahoma, these bylaws or action of the board of
directors, and shall in general have all other powers and shall perform all
other duties incident to the chief executive officer of a corporation and such
other powers and duties as may be prescribed by the board of directors from time
to time.

Section 5. Vice Chairman of the Board. The vice chairman of the board,
if one has been elected, shall, in the absence or inability of the chairman of
the board to act, preside at all meetings of shareholders, the board of
directors and committees of which the chairman of the board is a member. The
vice chairman of the board shall be subject to the control of the board of
directors and chairman of the board. He shall have such powers and perform such
duties as from time to time may be assigned to him by the board of directors or
the chairman of the board.

Section 6. President. If the board of directors has elected a chairman
of the board and designated such officer as the chief executive officer of the
corporation, the president shall serve as chief operating officer and be subject
to the control of the board of directors and the chairman of the board. He shall
have such powers and perform such duties as from time to time may be assigned to
him by the board of directors or the chairman of the board. If the board of
directors has not elected a chairman of the board, or if one has been elected
and has not been designated the chief executive officer of the corporation, then
the president shall be the chief executive officer of the corporation with the
powers and duties provided in Article III, Section 4, of these bylaws. In any
event, the president shall have the power to execute, and shall execute, bonds,
deeds, mortgages, extensions, agreements, modification of mortgage agreements,
leases and contracts or other instruments of the corporation except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors or by the president to some other officer or agent of the
corporation. The chairman of the board, if there is one, or the president, may
give a proxy to any other person to vote all shares of the stock of any other
corporation standing in the name of the corporation. The president, in general,
shall have all other powers and shall perform all other duties as may be
prescribed by the board of directors from time to time.

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Section 7. Vice Presidents. A vice president shall perform such duties
as may from time to time be assigned to him by the board or by the chairman, the
vice chairman or the president. In the absence or inability to act of the
president, the vice president (or if there is more than one vice president, in
the order designated by the board and, absent such designation, in the order of
their first election to that office) shall perform the duties and discharge the
responsibilities of the president.

Section 8. Secretary. The secretary shall be the keeper of the
corporate seal and records, and shall give notice of, attend and record minutes
of meetings of shareholders and directors. He shall see that the seal is affixed
to all documents on which the seal is required by law to be affixed, the
execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these bylaws. He shall, in
general, perform all duties incident to the office of secretary and such other
duties as may be assigned to him by the board or by the president. The assistant
secretaries, if any, shall have such duties as shall be delegated to them by the
secretary and, in the absence of the secretary, the senior of them present shall
discharge the duties of the secretary.

Section 9. Treasurer. The treasurer shall be responsible for (i) the
custody and safekeeping of all of the funds and securities of the corporation,
(ii) the receipt and deposit of all monies paid to the corporation, (iii) where
necessary or appropriate, the endorsement for collection on behalf of the
corporation of all checks, drafts, notes and other obligations payable to the
corporation, (iv) the disbursement of funds of the corporation under such rules
as the board may from time to time adopt, (v) maintaining the general books of
account of the corporation, and (vi) the performance of such further duties as
are incident to the office of treasurer or as may be assigned to him by the
board or by the president. The assistant treasurers, if any, shall have such
duties as shall be delegated to them by the treasurer, and in the absence of the
treasurer, the senior one of them present shall discharge the duties of the
treasurer.

Section 10. Divisional Officers. The board may from time to time
appoint officers of various divisions of the corporation. Divisional officers
shall not by virtue of such appointment become officers of the corporation.
Subject to the direction of the president of the corporation, the president of a
division shall have general charge, control and supervision of all the business
operations of his division, and the other divisional officers shall have such
duties and authority as may be prescribed by the president of the division.

ARTICLE IV

STOCK CERTIFICATES AND TRANSFER BOOKS

Section 1. Certificates. Every shareholder shall be entitled to have a
certificate in such form as the board shall from time to time approve, signed
by, or in the name of, the corporation by (i) the chairman of the board, if any,
the president or any vice president and (ii) the treasurer, or assistant
treasurer, or the secretary or an assistant secretary, certifying the number of
shares owned by him in the corporation. During the time in which the corporation
is authorized to issue more than one class of stock or more than one series of
any class, there shall

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be set forth on the face or back of each certificate issued a statement that the
corporation will furnish without charge to each shareholder who so requests, the
designations, preferences and relative, participating, option or other special
rights of each class of stock or series thereof of the corporation and the
qualifications, limitations or restrictions of such preferences and/or rights.

The signatures of any of the officers on a certificate may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer at the date of issue.

Section 2. Record Ownership. A record of the name and address of the
holder of each certificate, the number of shares represented thereby, and the
date of issue thereof shall be made on the corporation's books. The corporation
shall be entitled to treat the holder of record of any share or shares of stock
as the holder in fact thereof, and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in any share on the part of any
other person, whether or not it shall have express or other notice thereof,
except as required by the laws of Oklahoma.

Section 3. Transfer Agent and Registrar. The corporation may maintain
one or more transfer offices or agencies, each in the charge of a transfer agent
designated by the board, where the shares of stock of the corporation shall be
transferable. The corporation may also maintain one or more registry offices,
each in the charge of a registrar designated by the board, wherein such shares
of stock shall be registered. To the extent authorized by the board, the same
entity may serve both as a transfer agent and registrar.

Section 4. Lost Certificates. Any person claiming a stock certificate
in lieu of one lost, stolen, mutilated or destroyed shall give the corporation
an affidavit as to his ownership of the certificate and of the facts which go to
prove its loss, theft, mutilation or destruction. He shall also, if required by
the board, give the corporation a bond, in such form as may be approved by the
board, sufficient to indemnify the corporation against any claim that may be
made against it on account of the alleged loss or theft of the certificate or
the issuance of a new certificate.

Section 5. Transfer of Stock. Transfer of shares shall, except as
provided in Section 4 of this Article IV, be made on the books of the
corporation only by direction of the person named in the certificate or his
attorney, lawfully constituted in writing, and only upon surrender for
cancellation of the certificate therefor, duly endorsed or accompanied by a
written assignment of the shares evidenced thereby.

Section 6. Fixing Date for Determination of Shareholders of Record.

(a) In order that the corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to any corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board may fix, in advance, a record
date, which shall not be more than sixty (60) nor

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less than ten (10) days before the date of such meetings, nor more than sixty
(60) prior to any other action.

(b) A determination of shareholders of record entitled to
notice of and to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the board may fix a new
record date for the adjourned meeting.

ARTICLE V

GENERAL PROVISIONS

Section 1. Offices. The principal office of the corporation shall be
maintained in Oklahoma City, Oklahoma, or at such other place as the board may
determine. The corporation may have such other offices as the board may from
time to time determine.

Section 2. Voting of Stock. Unless otherwise ordered by the board, the
chairman of the board, if any, the president or any vice president shall have
full power and authority, in the name and on behalf of the corporation, to
attend, act and vote at any meeting of shareholders of any company in which the
corporation may hold shares of stock, and at any such meeting shall possess and
may exercise any and all rights and powers incident to the ownership of such
shares and which, as the holder thereof, the corporation might possess and
exercise if personally present, and may exercise such power and authority
through the execution of proxies or may delegate such power and authority to any
other officer, agent or employee of the corporation.

Section 3. Notices. Unless otherwise provided herein, whenever notice
is required to be given, it shall not be construed to require personal notice,
but such notice may be given in writing by depositing the same in the United
States mail, addressed to the individual to whom notice is being given at such
address as appears on the records of the corporation, with postage thereon
prepaid. Such notice shall be deemed to be given at the time when the same shall
be thus deposited.

Section 4. Waiver of Notice. Whenever any notice is required to be
given, a waiver thereof in writing, signed by the person or persons entitled to
the notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

ARTICLE VI

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

(a) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture or other enterprise against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement

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actually and reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that
his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendre or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of the corporation and with respect to any criminal
action or proceeding had reasonable cause to believe that his conduct was
unlawful.

(b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine, upon
application, that despite the adjudication of liability, but in the view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

(c) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized herein.

(d) The corporation may purchase (upon resolution duly adopted
by the board of directors) and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.

(e) To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to herein or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

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(f) Every such person shall be entitled, without demand by him
upon the corporation or any action by the corporation, to enforce his right to
such indemnity in an action at law against the corporation. The right of
indemnification and advancement of expenses hereinabove provided shall not be
deemed exclusive of any rights to which any such person may now or hereafter be
otherwise entitled and specifically, without limiting the generality of the
foregoing, shall not be deemed exclusive of any rights pursuant to statute or
otherwise, of any such person in any such action, suit or proceeding to have
assessed or allowed in his favor against the corporation or otherwise, his costs
and expenses incurred therein or in connection therewith or any part thereof.

ARTICLE VII

AMENDMENTS

These bylaws may be altered, amended or repealed or new bylaws may be
adopted in accordance with the corporation's Certificate of Incorporation, as
the same may be amended or supplemented, and the Act.

I hereby certify that the foregoing is a full, true and correct copy of
the bylaws of Chesapeake Energy Corporation, an Oklahoma corporation, as in
effect on the date hereof.

Dated this 10th day of August, 2001.

/s/ Jennifer M. Grigsby
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Jennifer M. Grigsby, Secretary