CHESAPEAKE INVESTORS INC/MD/
N-30D, 1999-11-19
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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<PAGE>


                      CHESAPEAKE INVESTORS, INC.
                             ANNUAL REPORT
                           SEPTEMBER 30, 1999

<PAGE>

Dear Shareholder:

     The financial report, contained herein, shows results for the fiscal year
ended September 30, 1999.  Net investment income totalled $767,329 or
$.20 per share compared to $787,576 or $.21 per share for the previous year.
The net asset value decreased to $4.08 per share from $4.29 per share as of
September 30, 1998.

     It is the Company's intent to provide as high a level of income as
possible, consistent with sound investment policies.  The market is
constantly monitored to achieve the objectives of a high level of income
and the preservation of net asset value.

Sincerely,


Albert W. Turner,                                     Warren W. Pearce, Jr.,
Chairman of the Board                                 President

November 19, 1999

                                      - 1 -

<PAGE>
                            INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of
Chesapeake Investors, Inc.

We have audited the accompanying statement of assets and liabilities of
Chesapeake Investors, Inc., including the schedule of investments in securities,
as of September 30, 1999, the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended.  These financial statements and financial highlights
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements and financial highlights.  Our procedures included
confirmation of securities owned as of September 30, 1999, by correspondence
with the custodian.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Chesapeake Investors, Inc. as of September 30, 1999, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with generally
accepted accounting principles.


STOY, MALONE & COMPANY,P.C.

Bethesda, Maryland
November 19, 1999

                                       - 2 -
<PAGE>

                                CHESAPEAKE INVESTORS, INC.
                          STATEMENT OF ASSETS AND LIABILITIES
                                   SEPTEMBER 30, 1999


<TABLE>
<CAPTION>
<S>
                                                                <C>
ASSETS:
   Investments in Long-Term Securities, at Value
        (Amortized Cost $14,326,498)                             $14,994,880
   Investments in Short-Term Securities
        (at cost which approximates market)                          206,875
   Accrued Interest Receivable                                       262,558
                                                                 -----------
               Total  Assets                                      15,464,313
                                                                 -----------
LIABILITIES:
   Accounts Payable and Accrued Expenses                              18,566
                                                                 -----------
               Total  Liabilities                                     18,566
                                                                 -----------

NET ASSETS:
   Net Assets (Equivalent to $4.08 per share based on
         3,783,960 shares of capital stock outstanding)          $15,445,747
                                                                 ===========
</TABLE>



                            See Notes to Financial Statements

                                       - 3 -

<PAGE>

                               CHESAPEAKE INVESTORS, INC.
                         SCHEDULE OF INVESTMENTS IN SECURITIES
                                  SEPTEMBER 30, 1999


<TABLE>
<CAPTION>
                                        Face         Amortized
                          Rating*      Amount           Cost         Value
                          ------   ------------    -------------   ------------
<S>                      <C>      <C>             <C>             <C>
Investments in Long-Term
 Securities:

Alabama:
 Birmingham, Alabama
    Refunding UT GO
    5.0%, due 4/1/19          AA  $    420,000    $     420,000   $    382,830
                                  ------------    -------------   ------------
Arizona:
 Salt River Project,
    Arizona - Series C Revenue
    5.5%, due 1/1/28          AA       700,000          687,000        683,340
 Maricopa County
    Arizona School District
    5.5%, due 7/1/05         AAA       650,000          661,868        678,665
                                   -----------    -------------   ------------
      Total Arizona                  1,350,000        1,348,868      1,362,005
                                   -----------    -------------   ------------
Arkansas:
 Jefferson County, Arkansas
    Single Family Mortgage
    7.25%, due 12/1/10       Aaa        365,000          332,806        416,538
 Little Rock, Arkansas
    Single Family Mortgage,
    7.3%:
    due 9/1/00               AAA         25,000           24,864         25,782
    due 9/1/01               AAA         25,000           24,727         26,438
    due 9/1/02               AAA         30,000           29,521         32,454
    due 9/1/03               AAA         35,000           34,279         38,055
    due 9/1/04               AAA         35,000           34,129         38,325
    due 9/1/05               AAA         40,000           38,845         44,004
    due 9/1/06               AAA         35,000           33,860         38,728
    due 9/1/07               AAA         45,000           43,379         50,089
    due 9/1/08               AAA         50,000           48,038         58,505
    due 9/1/09               AAA         50,000           47,887         58,850
    due 9/1/10               AAA         30,000           28,648         33,516
                                   ------------    -------------   ------------
       Total Arkansas                   765,000          720,983        861,284
                                   ------------    -------------   ------------
</TABLE>
                                       - 4 -

<PAGE>
                             CHESAPEAKE INVESTORS, INC.
                   SCHEDULE OF INVESTMENTS IN SECURITIES (CONTINUED)
                                 SEPTEMBER 30, 1999


<TABLE>
<CAPTION>
                                       Face          Amortized
                          Rating*     Amount           Cost          Value
                          ------   ------------    -------------   ------------
                         <C>      <C>             <C>             <C>
<S>
California:
 Los Angeles, California
    Electric Revenue
    5.875%, due 9/1/30        AA        300,000          278,646        302,640
                                   ------------    -------------   ------------
Florida:
 City of Gainesville, Florida,
    Utility System Revenue,
    9.125%, due 10/1/05     AAA         500,000          500,000        595,850
 Florida State Board
    of Education - Cap Outlay
    7.25%, due 6/1/23        AA         200,000          198,927        208,520
                                   ------------    -------------   ------------
       Total Florida                    700,000          698,927        804,370
                                   ------------    -------------   ------------
Georgia:
 Municipal Electric Authority
    6%, due 1/1/05          AAA         700,000          725,306        741,510
                                   ------------    -------------   ------------
Illinois:
 Chicago, Illinois
    UTGO Public Library
    6.60%, due 1/1/04       AAA         700,000          711,332        751,100
 Chicago, Illinois
    School Finance Authority
    5%, due 6/1/09          AAA         650,000          622,048        645,645
                                   ------------    -------------   ------------
       Total Illinois                 1,350,000        1,333,380      1,396,745
                                   ------------    -------------   ------------
Louisiana:
 Shreveport, Louisiana,
    Single Family Mortgage,
    6.75%, due 9/1/10       Aaa         405,000          359,310        436,914
                                  -------------    -------------   ------------

</TABLE>

                                       - 5 -

PAGE>
                                CHESAPEAKE INVESTORS, INC.
                   SCHEDULE OF INVESTMENTS IN SECURITIES (CONTINUED)
                                  SEPTEMBER 30, 1999

<TABLE>
<CAPTION>

                                       Face          Amortized
                          Rating*     Amount           Cost          Value
                          ------   ------------    -------------   -----------
                         <C>      <C>             <C>             <C>
<S>
Massachusetts:
 Massachusetts State Utility
   Government Bond,
   7.625%, due 6/1/08        Aaa        500,000          543,219        537,400
                                   ------------    -------------   ------------
Minnesota:
 Southern Minnesota Municipal
   Power Agency, Serial A
   5.7%, due 1/1/05           A+        650,000          662,261        678,080
                                   ------------    -------------   ------------

New Jersey:
 New Jersey State Ref-Ser F
   5.25%, due 8/1/14         AA+        750,000          761,518        737,625
                                   ------------    -------------   ------------
New York:
 New York State
   Local Revenue
   5.375%, due 4/1/16         A+        200,000          188,236        194,720
 New York State
   Local Revenue
   5.125%, due 4/1/10        AAA        400,000          393,250        399,320
                                   ------------    -------------   ------------
       Total New York                   600,000          581,486        594,040
                                   ------------    -------------   ------------

North Carolina:
 North Carolina Municipal
   Power Agency
   7.25%, due 1/1/07          A-        400,000          425,671        434,800
 Charlotte, NC Utility
   General Obligation
   5.5%, due 7/1/07          AAA        500,000          515,128        518,400
                                   ------------    -------------   ------------
      Total North Carolina              900,000          940,799        953,200
                                   ------------    -------------   ------------
</TABLE>

                                       - 6 -

<PAGE>
                                CHESAPEAKE INVESTORS, INC.
                    SCHEDULE OF INVESTMENTS IN SECURITIES (CONTINUED)
                                  SEPTEMBER 30, 1999


<TABLE>
<CAPTION>

                                       Face          Amortized
                          Rating*     Amount           Cost          Value
                          ------    -----------    -------------   -----------
<S>                      <C>       <C>            <C>             <C>
Pennsylvania:
 Allegheny County, Pennsylvania
   Hospital Development Authority
   6.0%, due 11/1/23         AAA        700,000          674,193        714,700
 Commonwealth of Pennsylvania
   Utility Government Obligation
   6.3%, due 11/1/02         AAA        700,000          708,594        739,480
 Pennsylvania State Higher
   Educational Facility
   Authority
   7.15%, due 6/15/15        AAA        500,000          503,184        511,600
 Pennsylvania Intergovernmental
   Coop Authority Special
   Tax Revenue
   7%, due 6/15/04           AAA        500,000          512,508        552,100
                                   ------------    -------------   ------------
      Total Pennsylvania              2,400,000        2,398,479      2,517,880
                                   ------------    -------------   ------------
Texas:
 Cypress-Fairbanks, Texas
   Independent School District
   5.5%, due 2/15/10         AAA        700,000          700,000        709,952
 Texas Water Development
   Board Revenue
   5.5%, due 7/15/10         AAA        750,000          752,161        763,425
                                   ------------    -------------   ------------
      Total Texas                     1,450,000        1,452,161      1,473,377
                                   ------------    -------------   ------------

</TABLE>

                                       - 7 -

<PAGE>
                                CHESAPEAKE INVESTORS, INC.
                   SCHEDULE OF INVESTMENTS IN SECURITIES (CONTINUED)
                                  SEPTEMBER 30, 1999

<TABLE>
<CAPTION>

                                       Face          Amortized
                          Rating*     Amount           Cost          Value
                          -------  ------------    -------------   ------------
                         <C>      <C>             <C>             <C>
<S>
Utah:
 Salt Lake City, Utah
   Hospital Revenue
   8.125%, due 5/15/15       AAA        700,000          708,890        846,020
                                   ------------    -------------   ------------
Washington:
 Washington State Public Power
   5.125%, due 7/1/17        AAA        400,000          392,265        368,960
                                   ------------    -------------   ------------
      Total Investments in
         Long-Term Securities   $    14,340,000   $   14,326,498  $  14,994,880
                                   ============    =============   ============

* Ratings - Standard & Poor's or Moody's
                     Unaudited

<CAPTION>
                                                    Face
                                                   Amount             Cost
                                                -------------    --------------
<S>
Investments in Short-Term Securities:

 State Street Global Advisor
   Tax Free Money Market Fund, 2.41%            $     206,875   $       206,875
     Total Investments                          -------------    --------------
       in Short-Term Securities                 $     206,875   $       206,875
                                                =============   ===============
</TABLE>
                    See Notes to Financial Statements


                                      - 8 -

PAGE>
                                CHESAPEAKE INVESTORS, INC.
                                 STATEMENT OF OPERATIONS
                              YEAR ENDED SEPTEMBER 30, 1999



<TABLE>
<CAPTION>
                                                                 <C>
<S>
INVESTMENT INCOME:
     Interest Income                                              $     892,378
                                                                   ------------
EXPENSES:
     Investment Advisory Fee                                             55,048
     Custodian Fees                                                      11,720
     Transfer Agent and Dividend
       Disbursing Agent Fees                                             13,927
     Legal and Auditing Services                                         17,207
     Administrative Services                                             18,000
     Compensation of Directors not
       Members of the Investment Adviser's Organization                   3,500
     Printing Costs                                                       3,604
     Miscellaneous                                                        2,043
                                                                   ------------
          Total Expenses                                                125,049
                                                                   ------------
               Net Investment Income                                    767,329
                                                                   ------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Realized Gain From Investment
          Transactions (Excluding Short-Term Securities):
            Proceeds from Sales                                       1,252,121
            Cost of Investments Sold                                  1,189,805
                                                                   ------------
              Net Realized Gain on Investments                           62,316
                                                                   ------------
     Unrealized Loss on Investments:
          Unrealized Appreciation of Investments
               at Beginning of Year                                   1,514,865
          Unrealized Appreciation of Investments
               at End of Year                                           668,382
                                                                   ------------
                  Net Unrealized Loss on Investments                   (846,483)
                                                                   ------------
               Net Realized and Unrealized Loss on
                    Investments                                        (784,167)
                                                                   ------------
Net Decrease in Net Assets Resulting
     from Operations                                              $     (16,838)
                                                                   ============
</TABLE>
                               See Notes to Financial Statements


                                       - 9 -

<PAGE>
                                CHESAPEAKE INVESTORS, INC.
                            STATEMENTS OF CHANGES IN NET ASSETS
                          YEARS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>


                                               1999                 1998
                                          --------------       --------------
                                         <C>                 <C>
<S>
INCREASE (DECREASE) IN NET ASSETS:
      Operations:
          Net Investment Income            $     767,329      $       787,576
          Net Realized Gain on
             Investments                          62,316                3,666
          Net Unrealized Gain (Loss)
             on Investments                     (846,483)             266,109
                                           -------------        -------------
     Net Increase (Decrease) in Net Assets
             Resulting from Operations           (16,838)           1,057,351

     Dividends to Shareholders from:
             Net Investment Income              (793,465)           (785,161)
             Net Realized Gain on Investments     (1,155)                -
                                           --------------       -------------
                       Total Increase (Decrease)
                         in Net Assets          (811,458)             272,190

NET ASSETS:
     Beginning of Year                        16,257,205           15,985,015
                                           -------------        -------------
     End of Year (Including Undistributed
        Net Investment Income of $797,079
        and $823,215, respectively, and
        undistributed net realized gains
        of $62,316 and $1,155,
        respectively)                      $  15,445,747        $  16,257,205
                                           =============        =============
</TABLE>

                            See Notes to Financial Statements

                                      - 10 -

<PAGE>
                       CHESAPEAKE INVESTORS, INC.
                     NOTES TO FINANCIAL STATEMENTS

(1) - SIGNIFICANT ACCOUNTING POLICIES

     Chesapeake Investors, Inc. (the "Company") is registered under the
Investment Company Act of 1940, as amended, as a diversified closed-end
management investment company and invests solely in municipal obligations.
The following is a summary of significant accounting policies consistently
followed by the Company in the preparation of its financial statements.
The policies are in conformity with generally accepted accounting
principles.

A.  Investment Security Valuation - Securities are valued at the mean
between the latest bid and asked prices.  Any securities for which market
quotations are not readily available are appraised at fair value as
determined in good faith under methods or procedures authorized by the
Board of Directors.

B. Federal Income Taxes - The Company intends to comply with the provisions
of the Internal Revenue Code available to investment companies and to
distribute to shareholders annually all of its net investment income.
Accordingly, no provision for Federal income tax is necessary.  The
Company, based on provisions of the Internal Revenue Code, expects to
distribute income from capital gains to its shareholders.  Accordingly,
such gains will be taxable to the shareholders.  The character of
dividends from net investment income or net realized gains on investments
may differ from their ultimate characterization for Federal income tax
purposes due to generally accepted accounting principles and tax
differences in the character of income and expense recognition.

C.  Other - The Company follows industry practice and records security
transactions on the trade date. Interest income is recorded on the
accrual basis.  Bond premiums and discounts are amortized to income
ratably over the total number of months from date of purchase to date of
maturity of the bonds.  Certain securities have optional or mandatory
tender features which give them a shorter effective maturity date.

                                      - 11 -

<PAGE>

(2) - CAPITAL STOCK

      At September 30, 1999, there were 6,000,000 shares of $.50 par value
capital stock authorized.  Shares issued and outstanding at September 30, 1999
totalled 3,783,960.

(3) - PURCHASES AND SALES OF SECURITIES

      Sales and maturities of securities during fiscal year 1999, other than
short-term securities, aggregated $1,252,121.

      Purchases of long-term securities during fiscal year 1999, aggregated
$1,281,648.

      For Federal income tax purposes, the identified cost of investments
owned, excluding short-term securities, at September 30, 1999, was $14,126,961.
Gross unrealized gains and losses totalled $958,197 and $90,278, respectively,
for Federal income tax purposes at September 30, 1999.

(4) - INVESTMENT ADVISORY FEE AND TRANSACTIONS WITH AFFILIATES

      Federated Investment Counseling, Inc. is the investment adviser to the
Company.  The advisory contract provides for an annual fee equal to .35 of
1% of the weighted average managed assets of the Company.  The investment
advisory fee for the fiscal year 1999 totalled $55,048.

      For fiscal year 1999, fees of $18,000 for administrative services were
paid to Carrollton Enterprises Management Company, LLC.  The Chairman of the
Board is the owner of that firm.

(5) - DIVIDENDS

      During fiscal year 1999, the Company distributed dividends of $794,620
to its shareholders.  On October 5, 1999, the Company declared a $.065 per
share dividend, aggregating $245,957, payable November 2, 1999, to
shareholders of record October 19, 1999.

                                       - 12 -

<PAGE>
                               CHESAPEAKE INVESTORS, INC.
                              SUPPLEMENTARY INFORMATION
                                 FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                      YEAR ENDED SEPTEMBER 30,
                        ----------------------------------------------------

                          1999       1998       1997       1996       1995
                         ------     ------     ------     ------     -------
                         <C>       <C>         <C>        <C>        <C>
<S>
PER SHARE DATA:*
 Investment Income       $  .23     $  .24     $  .24     $  .25     $   .29
 Expenses                   .03        .03        .03        .03         .03
                         ------     ------     ------     ------      ------

 Net Investment Income      .20        .21        .21        .22         .26
 Dividends from:
  Net Investment Income    (.21)      (.21)      (.19)      (.23)       (.28)
  Net Realized Gain
   on Investments             -          -       (.04)      (.01)          -
  Net Realized and
   Unrealized Gain
    (Loss) on Investments  (.20)       .07        .06        .01         .05
                         ------     ------     ------     ------      ------
 Net Increase (Decrease)
  in Net Asset Value       (.21)       .07        .04       (.01)        .03
 Net Asset Value:
  Beginning of Year        4.29       4.22       4.18       4.19        4.16
                         ------     ------     ------     ------      ------
  End of Year            $ 4.08     $ 4.29     $ 4.22     $ 4.18      $ 4.19
                         ======     ======     ======     ======      ======

RATIOS:

 Ratio of Expenses to
  Average Net Assets       .79%       .72%       .72%       .72%        .74%
 Ratio of Net Investment
  Income to Average Net
  Assets                  4.82%      4.90%      5.07%      5.22%       6.18%
</TABLE>
*Selected data for a share of capital stock outstanding throughout the year.

                                       - 13 -

<PAGE>

DIRECTORS                                     INVESTMENT ADVISER

Albert W. Turner                              Federated Investment
Herndon G. Kilby                              Counseling, Inc.
Warren W. Pearce,  Jr.                        Pittsburgh, Pennsylvania
Edna L. Ryon
Harry F. Breitback
                                              CUSTODIAN

                                              State Street Bank
                                              and Trust Company
                                              North Quincy, Massachusetts

OFFICERS                                      TRANSFER AGENT

Albert W. Turner,                             Registrar and Transfer Company
    Chairman of the Board                     Cranford, New Jersey
Warren W. Pearce,  Jr.,
    President
Herndon G. Kilby,                             INDEPENDENT AUDITORS
   Secretary-Treasurer
                                              Stoy, Malone & Company,P.C.
OFFICES                                       Bethesda, Maryland

11785 Beltsville Drive
Beltsville, Maryland

                                       - 14 -




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