As filed with the Securities and Exchange Commission on February 11, 1997
Registration No. 333-12533
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
_______________
Oklahoma 73-1395733
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Aubrey K. McClendon
6100 North Western Avenue Chairman of the Board
Oklahoma City, Oklahoma 73118 and Chief Executive Officer
(405) 848-8000 6100 North Western Avenue
(Address, including zip code, Oklahoma City, Oklahoma 73118
and telephone number, (405) 848-8000
including area code, of (Name, address, including zip
registrant's principal code, and telephone number
executive offices) including area code, of agent
for service)
Copy to:
W. Chris Coleman, Esq.
McAfee & Taft
A Professional Corporation
211 North Robinson, Suite 1000
Oklahoma City, Oklahoma 73102
(405) 235-9621
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<PAGE>
On December 31, 1996, Chesapeake Energy Corporation, a
Delaware corporation, merged with and into its newly formed
Oklahoma subsidiary, Chesapeake Oklahoma Corporation (the name
of which has been changed to Chesapeake Energy Corporation as
a result of the merger ("Chesapeake Oklahoma")). By this
amendment, Chesapeake Oklahoma hereby adopts this registration
statement as its own for all purposes of the Securities Act of
1933 and the Securities Exchange Act of 1934. This adoption is
made pursuant to rule 414(d) as promulgated under the Securities
Act of 1933.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Amendment No. 2 to Form S-3 Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in Oklahoma City, State of Oklahoma on the 11th day of February, 1997.
CHESAPEAKE ENERGY CORPORATION
By AUBREY K. MCCLENDON
Aubrey K. McClendon, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the Registration Statement Amendment No. 2 has been
signed by the following persons in the capacities indicated on February 11,
1997.
AUBREY K. MCCLENDON TOM L. WARD
Aubrey K. McClendon, Chairman Tom L. Ward, President, Chief Operating
of the Board, Chief Officer (Principal Operating Officer) and
Executive Officer (Principal Director
Executive Officer) and Director
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)
E. F. HEIZER, JR. BREENE M. KERR
E. F. Heizer, Jr., Director Breene M. Kerr, Director
SHANNON SELF FREDERICK B. WHITTEMORE
Shannon Self, Director Frederick B. Whittemore, Director
WALTER C. WILSON
Walter C. Wilson, Director
