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 30, 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 30, 2006, Chesapeake Utilities Corporation (the “Company”) issued a Press Release announcing the issuance of 90,045 shares of the Company’s common stock pursuant to the exercise by Robert W. Baird & Co., lead book-running manager and A.G. Edwards & Sons, Inc., co-lead manager (the “Underwriters”) of their over-allotment option. The Underwriters were granted the over-allotment option in connection with the Underwriting Agreement dated November 15, 2006 between the Company and the Underwriters.

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 30, 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 30, 2006

EX-99

Exhibit 99

[Chesapeake Utilities

Corporation Logo]

FOR IMMEDIATE RELEASE

November 30, 2006

NYSE Symbol: CPK

CHESAPEAKE UTILITIES CORPORATION

CLOSES EXERCISE OF OVER-ALLOTMENT OPTION

DOVER, DE - Chesapeake Utilities Corporation (the “Company”) announced today that it has completed the sale of 90,045 additional shares of its common stock, pursuant to the exercise by Robert W. Baird & Co., lead book-running manager and A.G. Edwards & Sons, Inc., co-lead manager (the “Underwriters”) of the over-allotment option granted to the Underwriters by the Company in connection with the offering of 600,300 shares of common stock completed on November 21, 2006.

The Company plans to use the net proceeds of $2.6 million from the sale of the over-allotment shares to repay a portion of the Company’s short-term debt. Short-term debt has been used to temporarily finance the Company’s utility expansion projects.

Copies of the final prospectus supplement may 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