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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                      DECEMBER 22, 2004 (DECEMBER 17, 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 230.425)

[_] 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))



SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 17, 2004, Chesapeake Energy Corporation approved the January 1, 2005
roll-out  of two  nonqualified  deferred  compensation  plans as  defined by the
Internal Revenue Service (the "IRS").  The plans were created in response to the
American Jobs Creation Act of 2004 which set out new  guidelines for such plans.
The Company's existing deferred compensation plans will remain in place but will
receive no further deferrals effective with the commencement of the new plans.

Employees who complete a timely election to defer compensation to the Chesapeake
Energy  Corporation  Savings and Incentive Stock Bonus Plan (the "401(k) Plan"),
have  five  years  of  service  and  who  have  annual  base  salary  and  bonus
compensation  of at least  $95,000  during  the prior  twelve  month  period are
eligible  to  participate  in the new  401(k)  Make-Up  Plan.  Such  eligibility
requirements  include all executive officers of the Company.  Eligible employees
may defer up to 75% of their  base  salary  and up to 100% of their  performance
bonus in the aggregate into the 401(k) Plan and the 401(k) Make-Up Plan.

Employees  who have at least one year of service  with the  Company and who have
annual base salary and bonus  compensation  of at least $95,000 during the prior
twelve month period are eligible to participate in the new Deferred Compensation
Plan.  Such  eligibility  requirements  include  all  executive  officers of the
Company.  Eligible  employees may defer up to 75% of their base salary and up to
100% of  their  performance  bonus  into  the  Deferred  Compensation  Plan.  In
addition,  non-employee  directors  are eligible to defer up to 100 % of certain
director   compensation  into  the  Deferred  Compensation  Plan.  There  is  no
requirement  for a  matching  contribution  by the  Company  into  the  Deferred
Compensation Plan.

The new 401(k) Make-Up Plan allows a participating  employee to defer additional
compensation  beyond the IRS imposed limit  applicable  to the Company's  401(k)
Plan. The Company provides a matching  contribution  equal to 100%, up to 15% of
the  participating  employee's  compensation.  The employer  match is payable in
shares of the Company's common stock.

The timing and method of election of deferrals and retirement  distributions and
provisions for unscheduled withdrawals under the new plans have been modified to
comply with the recent legislation.  The new nonqualified  deferred compensation
plans are unsecured and participants are general  creditors of the company as to
any deferred compensation in the plans.


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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

Date:         December 22, 2004

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