SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Chesapeake Corporation
(Name of issuer)
Common Stock
(Title of Class of Securities)
165159104
(CUSIP Number)
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule
13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
CUSIP No. 165159104 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MacKay-Shields Financial Corporation 13-2631681
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
Not Applicable (a)0
(b)0
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (United States)
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
2,266,550
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,266,550
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,266,550
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
9.7%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
ITEM 1 (a) Name of Issuer:
Chesapeake Corporation
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
1201 East Cary Street
Richmond, VA 23218
ITEM 2 (a) Name of Person Filing:
MacKay-Shields Financial Corporation
ITEM 2 (b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019
ITEM 2 (c) Citizenship:
United States
ITEM 2 (d) Title of Class of Securities:
Common Stock
ITEM 2 (e) CUSIP Number:
165159104
ITEM 3. If this statement is filed pursuant to Rules 13d-1 (b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [X] Investment adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see section
240.13d-1 (b)(1)(ii)(F)
Page 3 of 6 Pages
SCHEDULE 13G cont.
(g) [ ] Parent Holding Company, in accordance with section
240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(H)
ITEM 4. Ownership.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13d-l(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
2,266,550
(b) Percent of Class:
9.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Not Applicable
(ii) shared power to vote or to direct the vote
2,266,550
(iii) sole power to dispose or to direct the disposition
of
Not Applicable
(iv) shared power to dispose or to direct the
disposition of
2,266,550
Page 4 of 6 Pages
SCHEDULE 13G cont.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of
Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of
an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not
required.
Clients of the filing investment manager have the right to
receive and the ultimate power to direct the receipt of
dividends from, or the proceeds of the sale of, such
securities. No interest of any such clients relates to more
than 5% of the class.
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
If a parent holding company has filed this Form, so indicate
under Item 3 (g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary, and,
if applicable, a separate exhibit furnishing the information
called for by Rule 13d-l(b)(1)(ii)(G) with respect to non-
qualified subsidiaries.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
If a group has filed this Schedule, so indicate under Item
3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group.
Not Applicable
Page 5 of 6 Pages
SCHEDULE 13G cont.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true,
complete and correct.
Date: February 7, 1997
Signature: Jeffry B. Platt
Name/Title: Jeffry B. Platt, General Counsel
Page 6 of 6 Pages
