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)
                        February 28, 2003 (February 28, 2003)
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                          CHESAPEAKE ENERGY CORPORATION
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             (Exact name of Registrant as specified in its Charter)



        OKLAHOMA                       1-13726                   73-1395733
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(State or other jurisdiction      (Commission File No.)        (IRS Employer
     of incorporation)                                       Identification No.)


 6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA              73118
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     (Address of principal executive offices)                   (Zip Code)



                                 (405) 848-8000
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              (Registrant's telephone number, including area code)






                    INFORMATION TO BE INCLUDED IN THE REPORT


ITEM 5.  OTHER EVENTS

         Chesapeake Energy Corporation ("Chesapeake") issued the following press
release on February 28, 2003:

                 CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRICING
                    OF A PRIVATE OFFERING OF 6.00% CUMULATIVE
                           CONVERTIBLE PREFERRED STOCK

OKLAHOMA  CITY,  OKLAHOMA,  FEBRUARY  28, 2003 - Chesapeake  Energy  Corporation
(NYSE:CHK)  today announced that it has priced a private offering of 4.0 million
shares of cumulative  convertible preferred stock at its liquidation  preference
of $50 per share.

Chesapeake  expects the issuance and delivery of the shares to occur on March 5,
2003.  Chesapeake  also has granted the initial  purchasers  a 30-day  option to
purchase up to 600,000 additional shares of preferred stock.

Each share of  preferred  stock will be  subject  to an annual  cumulative  cash
dividend of $3.00 payable quarterly when, as and if declared by the company,  on
the fifteenth  day of each March,  June,  September,  and December to holders of
record as of the first day of the payment  month,  commencing  on June 15, 2003.
The preferred stock will not be redeemable.

Each preferred share will be convertible at any time at the option of the holder
into 4.8605  shares of  Chesapeake  common  stock,  which is based on an initial
conversion  price of $10.29 per common share. The conversion price is subject to
customary  adjustments in certain  circumstances.  The preferred  shares will be
subject to  mandatory  conversion  after March 20, 2006 into  Chesapeake  common
stock, at the option of the Company, if the closing price of Chesapeake's common
stock  exceeds  130% of the  conversion  price for 20  trading  days  during any
consecutive 30 trading day period.

The preferred  stock being sold by Chesapeake  and the  underlying  common stock
issuable on its  conversion  will not be registered  under the Securities Act of
1933, as amended (the  "Securities  Act"), and may not be offered or sold in the
United States absent  registration or an applicable  exemption from registration
requirements.  The preferred stock will be eligible for trading under Rule 144A.
Purchasers of the preferred  stock are being granted rights to register  resales
of the preferred stock and underlying common stock under the Securities Act. The
net proceeds from this offering  will be used to finance,  in part,  the pending
acquisitions  of   Mid-Continent   natural  gas  properties  from  the  El  Paso
Corporation and Vintage  Petroleum,  Inc., which are scheduled to close in March
2003, and to repay amounts outstanding under our revolving bank credit facility.
In the event the El Paso and Vintage acquisitions are not consummated,  proceeds
will be used for general  corporate  purposes,  including  other possible future
acquisitions.


CHESAPEAKE ENERGY CORPORATION IS ONE OF THE TEN LARGEST  INDEPENDENT NATURAL GAS
PRODUCERS IN THE U.S.  HEADQUARTERED IN OKLAHOMA CITY, THE COMPANY'S  OPERATIONS
ARE FOCUSED ON EXPLORATORY  AND  DEVELOPMENTAL  DRILLING AND PRODUCING  PROPERTY
ACQUISITIONS  IN THE  MID-CONTINENT  REGION OF THE UNITED STATES.  THE COMPANY'S
INTERNET ADDRESS IS WWW.CHKENERGY.COM.



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                                    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, thereunto duly authorized.

                                                CHESAPEAKE ENERGY CORPORATION


                                                BY: /S/ AUBREY K. MCCLENDON
                                                    ---------------------------
                                                    AUBREY K. MCCLENDON
                                                    Chairman of the Board and
                                                    Chief Executive Officer

Dated:        February 28, 2003

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