8-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

_______________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 27, 2006

Chesapeake Utilities Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-11590	51-0064146
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

909 Silver Lake Boulevard, Dover, Delaware 19904

(Address of principal executive offices, including Zip Code)

(302) 734-6799

(Registrant's Telephone Number, including Area Code)

_______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 27, 2006, Robert W. Baird & Co., lead book-running manager and A.G. Edwards, co-lead manager (the “Underwriters”) gave notice to Chesapeake Utilities Corporation (the “Company”) that the Underwriters plan to exercise the over-allotment option to purchase a total of 90,045 shares of the Company’s common stock.

A copy of the Press Release is attached hereto as Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit 99 — Press Release of Chesapeake Utilities Corporation, dated November 29, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Chesapeake Utilities Corporation

/s/ Michael P. McMasters

—————————————

Michael P. McMasters

Senior Vice President and Chief Financial Officer

Date: November 29, 2006

EX-99

Exhibit 99

[Chesapeake Utilities

Corporation Logo]

FOR IMMEDIATE RELEASE

November 29, 2006

NYSE Symbol: CPK

CHESAPEAKE UTILITIES CORPORATION ANNOUNCES

PLANNED EXECUTION OF OVER-ALLOTMENT OPTION

DOVER, DE - Chesapeake Utilities Corporation (NYSE: CPK) announced today that on November 27, 2006, Robert W. Baird & Co., lead book-running manager and A.G. Edwards, co-lead manager (the “Underwriters”) gave notification of their intent to exercise the over-allotment option pursuant to the Underwriting Agreement executed by the parties on November 15, 2006. Pursuant to this option, the Underwriters will purchase 90,045 additional shares of the Company’s common stock.

In connection with the Company’s public offering of 600,300 shares of its common stock at a price per share of $30.10, the Company granted the Underwriters a 30-day option, exercisable from the date of the final prospectus supplement on November 15, 2006, to purchase up to an additional 90,045 shares of its common stock at the public offering price less underwriter discounts and commissions.

The Company plans to add the net proceeds of approximately $2.6 million to its general funds to be used to repay a portion of the Company’s short-term debt under unsecured lines of credit. Short-term debt has been used to temporarily finance the Company’s utility expansion projects.

The closing for the over-allotment shares is scheduled for November 30, 2006.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any security, nor will there be any sale of such security in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A copy of the final prospectus supplement can be obtained from Robert W. Baird & Co. Incorporated, Syndicate Department, 777 East Wisconsin Avenue, Milwaukee, WI 53202, or by calling 1-800-RWBAIRD (1-800-792-2473).

Chesapeake Utilities Corporation is a diversified utility company engaged in natural gas distribution, transmission and marketing, propane distribution and wholesale marketing, advanced information services and other related businesses. Information about Chesapeake’s businesses is available at www.chpk.com.

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FOR MORE INFORMATION:

Michael P. McMasters

Senior Vice President and Chief Financial Officer

302.734.6799

Beth W. Cooper

Vice President, Treasurer and Corporate Secretary

302.734.6022