EXHIBIT 3.1
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                           CERTIFICATE OF ELIMINATION


     Chesapeake Energy Corporation (the "Corporation"),  a corporation organized
and existing under the Oklahoma General Corporation Act,

DOES HEREBY CERTIFY:

     FIRST:  That the  Corporation  has acquired  3,896,890  shares of its 6.00%
Cumulative  Convertible Preferred Stock, par value $.01 per share (the "Acquired
Shares").

     SECOND:  That  the  Board  of  Directors  of the  Corporation  has  adopted
resolutions retiring the Acquired Shares.

         THIRD:  That the  Certificate of Designation  for the 6.00%  Cumulative
Convertible  Preferred Stock (the  "Certificate of  Designation")  prohibits the
reissuance of shares when so retired and,  pursuant to the provisions of Section
1078 of the Oklahoma  General  Corporation  Act,  upon the date of the filing of
this Certificate of Elimination, the Certificate of Designation shall be amended
so as to  reduce  the  number  of  authorized  shares  of the  6.00%  Cumulative
Convertible  Preferred Stock by 3,896,890 shares,  being the total number of the
Acquired  Shares retired by the Board of Directors.  Accordingly,  the number of
authorized but  undesignated  shares of preferred  stock of the Company shall be
increased by 3,896,890  shares.  The retired Acquired Shares have a par value of
$.01 per share and an aggregate par value of $38,968.90.

         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
executed by its  Treasurer  and Senior  Vice  President  - Human  Resources  and
attested to by its Secretary, this 13th day of January, 2005.


                                        CHESAPEAKE ENERGY CORPORATION



                                   By:  /s/ MARTHA A BURGER
                                        ----------------------------------
                                        Martha A. Burger
                                        Treasurer and
                                        Senior Vice President - Human Resources


ATTEST:


/s/ JENNIFER M. GRIGSBY
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Jennifer M. Grigsby, Secretary