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)
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                         MARCH 24, 2004 (MARCH 25 2004)


                          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 MATTERS

Chesapeake Energy Corporation ("Chesapeake") issued a Press Release on March 24,
2004. The following was included in the Press Release:


                     CHESAPEAKE ENERGY CORPORATION ANNOUNCES
                         PRICING OF PRIVATE OFFERING OF
                  4.125% CUMULATIVE CONVERTIBLE PREFERRED STOCK


OKLAHOMA  CITY,  OKLAHOMA,  MARCH  24,  2004  -  Chesapeake  Energy  Corporation
(NYSE:CHK) today announced that it has priced a private offering of $255 million
of a series of 4.125% cumulative  convertible preferred stock at its liquidation
preference of $1,000 per share.  Chesapeake expects the issuance and delivery of
the shares to occur on March 30, 2004.  Chesapeake  has also granted the initial
purchasers a 30-day option to purchase up to $38.25 million in additional shares
of the preferred stock.

Each share of  preferred  stock will be  subject  to an annual  cumulative  cash
dividend of $41.25 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, 2004.
The preferred stock will not be redeemable.

Each  preferred  share will be  convertible  at the  option of the  holder  into
60.0555 shares of Chesapeake  common stock based on an initial  conversion price
of $16.65 per common share, subject to customary adjustments.  A holder may only
convert the preferred stock, however, under the following circumstances:

(i) during any fiscal  quarter after June 30, 2004 and only during such quarter,
the closing price of Chesapeake common stock for at least 20 days in a period of
30 consecutive trading days ending on the last trading day of the fiscal quarter
exceeds  130%  of the  applicable  conversion  price  on  such  trading  day (or
initially $21.65 per share);

(ii) during the five business day period after any five consecutive  trading day
period in which the trading price per share of the preferred  stock for each day
of that  period was less than 98% of the  product of the  closing  sale price of
Chesapeake common stock and the applicable conversion rate on each such day; or

(iii) upon the occurrence of specified corporate transactions involving mergers,
consolidations, sale of substantially all of the assets or change of control.

The preferred  shares will be subject to mandatory  conversion  into  Chesapeake
common stock after March 15, 2009, 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.

Chesapeake  intends to use the net  proceeds of the offering to repay debt under
its bank  credit  facility  and to fund  approximately  $100  million of pending
acquisitions of oil and gas properties, or in the event the acquisitions are not
consummated,  excess  proceeds  will  be used  for  general  corporate  purposes
including  possible future  acquisitions.  The chief executive officer and chief
operating  officer of  Chesapeake  intend to purchase at the  offering  price an
aggregate of $20 million in additional  shares of the preferred  stock  directly
from the Company in a concurrent private offering.

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  of the  Securities  Act and  applicable  state laws. 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. This  announcement  shall not
constitute  an offer to sell or a  solicitation  of an offer to buy the notes or
the preferred stock.

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THIS DOCUMENT CONTAINS FORWARD-LOOKING  STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF 1934.  FORWARD-LOOKING  STATEMENTS  INCLUDE  ESTIMATES  AND GIVE OUR  CURRENT
EXPECTATIONS   OR   FORECASTS  OF  FUTURE   EVENTS.   ALTHOUGH  WE  BELIEVE  OUR
FORWARD-LOOKING  STATEMENTS ARE  REASONABLE,  THEY CAN BE AFFECTED BY INACCURATE
ASSUMPTIONS OR BY KNOWN OR UNKNOWN RISKS AND UNCERTAINTIES.

CHESAPEAKE ENERGY CORPORATION IS ONE OF THE FIVE 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,  PERMIAN BASIN,  SOUTH TEXAS AND TEXAS GULF
COAST REGIONS OF THE UNITED STATES.

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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:        March 25 2004

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