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)
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                     November 30, 2004 (November 23, 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)


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 230.1425)

[_] 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))



SECTION 3 - Securities and Trading Markets

ITEM 3.02 - Unregistered Sales of Equity Securities


Effective  November 18, 2004,  Chesapeake  Energy  Corporation  (the  "Company")
entered into an  unsolicited  transaction  with a holder of the Company's  6.00%
Cumulative  Convertible  Preferred  Stock,  par value $0.01 per share,  to issue
3,225,000  shares of the Company's  Common Stock,  par value $0.01 per share, in
exchange for 600,000 shares of the Company's 6.00% preferred stock, representing
13% or $30  million  of  the  aggregate  outstanding  liquidation  value  of the
Company's 6.00% preferred stock. The transaction closed on November 23, 2004 and
the 600,000  shares of 6.00%  preferred  stock were  retired upon  receipt.  The
issuance  of the shares of common  stock in this  transaction  was  exempt  from
registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the
Securities Act.

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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, hereunto duly authorized.

                                        CHESAPEAKE ENERGY CORPORATION



                                 By:    /s/ AUBREY K. MCCLENDON
                                        ---------------------------------------
                                           Aubrey K. McClendon
                                         Chairman of the Board and
                                           Chief Executive Officer


Dated:        November 30, 2004

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