8-K

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)

June 16, 2006 (June 14, 2006)

CHESAPEAKE ENERGY CORPORATION

(Exact name of Registrant as specified in its Charter)

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

6100 North Western Avenue, Oklahoma City, Oklahoma	73118
(Address of principal executive offices)	(Zip Code)

(405) 848-8000

(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 5 – Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation.

Effective June 14, 2006, Chesapeake Energy Corporation (the “Company”) filed an amendment to its Certificate of Incorporation with the Oklahoma Secretary of State. The amendment increased the Company’s authorized common stock from 500 million shares to 750 million shares and increased the total authorized capital stock from 520 million shares to 770 million shares, consisting of 20 million shares of preferred stock and 750 million shares of common stock. The Amendment to the Certificate of Incorporation is attached hereto as Exhibit 3.1.1.

Effective June 14, 2006, the Company also filed its Third Amendment to the Certificate of Designations for Series A Junior Participating Preferred Stock with the Oklahoma Secretary of State. The amendment increased the number of shares of Series A Junior Participating Preferred Stock from 500,000 to 750,000. The amendment to the Certificate of Designation is attached hereto as Exhibit 3.1.2.

Section 9 – Financial Statements and Exhibits
Item 9.01 Final Statements and Exhibits.
	(c)	Exhibits
Exhibit No.			Document Description
3.1.1			Amendment to Certificate of Incorporation dated June 14, 2006
3.1.2			Third Amendment to the Certificate of Designations for Series A Junior Participating Preferred Stock dated June 14, 2006

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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: June 16, 2006

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EXHIBIT INDEX
Exhibit No.	Document Description
3.1.1	Amendment to Certificate of Incorporation dated June 14, 2006
3.1.2	Third Amendment to the Certificate of Designations for Series A Junior Participating Preferred Stock dated June 14, 2006

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EX-3.(I)

EXHIBIT 3.1.1

AMENDMENT TO CERTIFICATE OF INCORPORATION
		OF
	CHESAPEAKE ENERGY CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

Chesapeake Energy Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the Oklahoma General Corporation Act (the “Act”), for the purpose of amending its certificate of incorporation, does hereby submit the following:

A. The name of the Corporation is Chesapeake Energy Corporation. The name under which the Corporation was originally incorporated was Chesapeake Oklahoma Corporation.

B. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Oklahoma on November 19, 1996 (as amended from time to time, the “Certificate of Incorporation”).

C. This Amendment to Certificate of Incorporation was duly adopted in accordance with the provisions of Section 1077 of the Act at the Corporation’s annual meeting by a majority of the outstanding capital stock of the Corporation entitled to vote thereon. Written notice of the Corporation’s annual meeting was given to the stockholders of the Corporation in accordance with the provisions of Section 1067 of the Act.

D. The Certificate of Incorporation is hereby amended as follows:

1. Amendment to Article IV. The first sentence of Article IV of the Certificate of Incorporation starting with the words “The total number of shares of capital stock...” is hereby deleted in its entirety and the following sentence is substituted therefore:

The total number of shares of capital stock which the Corporation shall have authority to issue is Seven Hundred Seventy Million (770,000,000) shares, consisting of Twenty Million (20,000,000) shares of Preferred Stock, par value $0.01 per share, and Seven Hundred Fifty Million (750,000,000) shares of Common Stock, par value $0.01 per share.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to Certificate of Incorporation to be signed by its Chief Executive Officer and attested to by its Secretary this 14^th day of June, 2006.

ATTEST:	CHESAPEAKE ENERGY CORPORATION
	an Oklahoma Corporation
/s/ JENNIFER M. GRIGSBY	By:	/s/ AUBREY K. McCLENDON
Jennifer M. Grigsby, Secretary		Aubrey K. McClendon, Chief Executive Officer

EX-3.(I)

EXHIBIT 3.1.2

THIRD AMENDMENT TO

CERTIFICATE OF DESIGNATIONS OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF

CHESAPEAKE ENERGY CORPORATION

(Pursuant to Section 1032 of the General

Corporation Act of the State of Oklahoma)

------------------------------------

Chesapeake Energy Corporation, a corporation organized and existing under the General Corporation Act of the State of Oklahoma (hereinafter called the "Company"), hereby certifies that the following resolution was duly adopted by the Board of Directors of the Company as required by Section 1032 of the General Corporation Act of the State of Oklahoma (hereinafter called the "Act") and in accordance with Article IV of the Company's Certificate of Incorporation, as amended (hereinafter called the "Certificate of Incorporation"), at a meeting duly called and held on June 9, 2006:

WHEREAS, pursuant to the authority vested in the Board of Directors of the Company in accordance with the Act and the Certificate of Incorporation, the Board of Directors is authorized by resolution duly adopted, to designate shares of preferred stock to be issued, in one or more series, to provide for the designation thereof of the powers, designations, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof;

WHEREAS, pursuant to the Certificate of Incorporation, the Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock") from time to time, of which 750,000 shares have been designated as the Series A Junior Participating Preferred Stock, 3,065 shares have been designated as the 4.125% Cumulative Convertible Preferred Stock, 38,625 shares have been designated as the 5.0% Cumulative Convertible Preferred Stock (2003), 4,600,000 shares have been designated as the 5.0% Cumulative Convertible Preferred Stock (2005), 3,450,000 shares have been designated as the 4.5% Cumulative Convertible Preferred Stock and 5,750,000 shares have been designated as the 5.0% Cumulative Convertible Preferred Stock (2005B); and

WHEREAS, on July 7, 1998, the Board of Directors approved and on July 17, 1998, the Company filed with the Oklahoma Secretary of State the Certificate of Designations of Series A Junior Participating Preferred Stock (the "Initial Certificate").

WHEREAS, (i) on April 23, 2004 the Board of Directors approved and on May 7, 2004, the Company filed with the Oklahoma Secretary of State the First Amendment to Certificate of Designations of Series A Junior Participating Preferred Stock (the “First Amendment”); (ii) on December 17, 2004 the Board of Directors approved and on December 22, 2004, the Company filed with the Oklahoma Secretary of State the Second Amendment to Certificate of Designations of Series A Junior Participating Preferred Stock (the “Second Amendment”) and (iii) as a result of an increase in the authorized shares of the Company's common stock, par value $0.01 per share, the Board of Directors desires to increase the number of shares of Series A Junior Participating Preferred Stock designated by the Initial Certificate and amended by the First Amendment and the Second Amendment.

NOW THEREFORE BE IT RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company in accordance with the provisions of the Act and the Certificate of Incorporation, the Initial Certificate as amended by the First Amendment and Second Amendment is amended as follows:

1.Increase in Shares. In order to increase the number of shares of Series A Junior Participating Preferred Stock, Section 1 of the Initial Certificate as amended by the First Amendment and Second Amendment is deleted in its entirety and the following is substituted therefore:

Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 750,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series A Preferred Stock.

2.Full Force and Effect. Except as specifically amended herein, all other terms and provisions of the Initial Certificate remain in full force and effect.

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IN WITNESS WHEREOF, this Third Amendment to Certificate of Designations is executed on behalf of the Company by its Chairman of the Board and Chief Executive Officer and attested by its Secretary this 14th day of June, 2006.

ATTEST:
/s/ JENNIFER M. GRIGSBY	By:	/s/ AUBREY K. McCLENDON
Jennifer M. Grigsby, Secretary		Aubrey K. McClendon, Chairman of the Board and Chief Executive Officer

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