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)

November 21, 2006 (November 17, 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 November 20, 2006, Chesapeake Energy Corporation (the “Company”) filed a Certificate of Elimination with the Oklahoma Secretary of State retiring 38,615 shares of 5.00% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share (the “Preferred Stock”). The shares were acquired by the Company as the result of a mandatory conversion of the Preferred Stock into the Company’s Common Stock. The Certificate of Elimination is attached hereto as Exhibit 3.1.1.

Also effective November 20, 2006, the Company filed a Certificate to Eliminate Certificate of Designation with the Oklahoma Secretary of State to eliminate from the Company’s Certificate of Incorporation all matters set forth in the Company’s Certificate of Designation of 5.00% Cumulative Convertible Preferred Stock (Series 2003) filed with the Oklahoma Secretary of State on November 17, 2003 with respect to the series of preferred stock of the company designated 5.00% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share. The Certificate to Eliminate the Certificate of Designation is attached hereto as Exhibit 3.1.2.

Section 8 – Other Events

Item 8.01 Other Events.

On November 20, 2006, the Company exercised its right to cause the Preferred Stock to be automatically converted into shares of Common Stock in accordance with the Certificate of Designation for the Preferred Stock. On November 17, 2006, the Company issued a press release announcing this mandatory conversion. This press release is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits
Item 9.01 Final Statements and Exhibits.
	(c)	Exhibits
Exhibit No.				Document Description
3.1.1			Certificate of Elimination- 5.00% Cumulative Convertible Preferred Stock (Series 2003)
3.1.2			Certificate to Eliminate Certificate of Designation- 5.00% Cumulative Convertible Preferred Stock (Series 2003)
99.1			Chesapeake Energy Corporation Press Release dated November 17, 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: November 21, 2006

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EXHIBIT INDEX
Exhibit No.	Document Description
3.1.1	Certificate of Elimination- 5.00% Cumulative Convertible Preferred Stock (Series 2003)
3.1.2	Certificate to Eliminate Certificate of Designation- 5.00% Cumulative Convertible Preferred Stock (Series 2003)
99.1	Chesapeake Energy Corporation Press Release dated November 20, 2006.

4

EX-3.(I)

EXHIBIT 3.1

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 38,615 shares of its 5.00% Cumulative Convertible Preferred Stock (Series 2003), par value $.01 per share (the “Acquired Shares”) through mandatory conversion, representing all of the outstanding shares of the 5.00% Cumulative Convertible Preferred Stock (Series 2003).

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

THIRD: That the Certificate of Designation for the 5.0% Cumulative Convertible Preferred Stock (Series 2003) (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 5.0% Cumulative Convertible Preferred Stock (Series 2003) by 38,615, 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 38,615 shares. The retired Acquired Shares have a par value of $.01 per share and an aggregate par value of $386.15.

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 20^th day of November, 2006.

CHESAPEAKE ENERGY CORPORATION

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

ATTEST:

/s/ JENNIFER M. GRIGSBY

Jennifer M. Grigsby

Secretary

EX-3.(I)

Exhibit 3.1.2

CERTIFICATE TO ELIMINATE

CERTIFICATE OF DESIGNATION

OF

5.00% CUMULATIVE CONVERTIBLE PREFERRED STOCK (SERIES 2003)

OF

CHESAPEAKE ENERGY CORPORATION

Pursuant to Section 1032.G.1 of the Oklahoma General Corporation Act

The undersigned officers of Chesapeake Energy Corporation, an Oklahoma corporation (the “Corporation”), hereby certify in accordance with Section 1032.G.1 of the Oklahoma General Corporation Act that on September 22, 2006, the Corporation’s Board of Directors adopted the following resolutions to eliminate from the Corporation’s Certificate of Incorporation all matters set forth in the Corporation’s Certificate of Designation of 5.00% Cumulative Convertible Preferred Stock (Series 2003) filed with the Oklahoma Secretary of State on November 17, 2003 with respect to the series of preferred stock of the Corporation designated 5.00% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share.

WHEREAS, it is anticipated that on or after November 20, 2006, the Corporation’s 5.00% (2003) Cumulative Convertible Preferred Stock, par value $.01 per share (the “Preferred Stock”), can at the option of the Corporation be converted into the Corporation’s Common Stock, par value $0.01 (the “Common Stock”), in accordance with the terms of the Certificate of Designation of 5.00% (2003) Preferred Stock (the “Certificate of Designation”); and

WHEREAS, the Board has determined it is in the best interest of the Corporation to cause the Preferred Stock to be converted into Common Stock.

NOW, THEREFORE, BE IT RESOLVED, that the officers of the Corporation are hereby authorized and directed to: (a) cause the Preferred Stock to be converted into Common Stock on (or as soon after as reasonably practicable) the earlier of November 20, 2006 or such date the conditions for conversion in the Certificate of Designation, are met; (b) issue the requisite number of shares of Common Stock to the holders of the Preferred Stock in accordance with the Certificate of Designation; (c) pay cash to the holders of the Preferred Stock in lieu of fractional shares of Common Stock in accordance with the Certificate of Designation; (d) cancel the shares of Preferred Stock acquired by the Corporation upon conversion and return such shares to the status of authorized but undesignated shares of preferred stock; (e) pay or otherwise satisfy any remaining accrued dividends on the Preferred Stock accruing

through the conversion hereunder if required by the Certificate of Designation; and (f) cancel the Certificate of Designation.

FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to execute any and all documents, perform any and all other acts and do any and all other things that may be necessary, requisite or desirable to effectuate the foregoing resolutions and that the execution by one or more such officers of any paper or document or doing by them of any act in connection with any of the foregoing matters will conclusively establish their authority therefor and the approval and ratification of the papers or documents so executed and the actions so taken.

WE, THE UNDERSIGNED, certify that the facts herein stated are true, and we have accordingly executed this Certificate this November 20, 2006.

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

ATTEST:

/s/ JENNIFER M. GRIGSBY

Jennifer M. Grigsby

Secretary

EX-99

EXHIBIT 99.1

N e w s R e l e a s e Chesapeake Energy Corporation P. O. Box 18496 Oklahoma City, OK 73154

FOR IMMEDIATE RELEASE

NOVEMBER 17, 2006

CONTACTS:

JEFFREY L. MOBLEY, CFA SENIOR VICE PRESIDENT - INVESTOR RELATIONS AND RESEARCH (405) 767-4763 MARC ROWLAND EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (405) 879-9232

CHESAPEAKE ENERGY CORPORATION ANNOUNCES MANDATORY

CONVERSION OF 5.00% PREFERRED STOCK

OKLAHOMA CITY, OKLAHOMA, NOVEMBER 17, 2006 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it will convert all of its outstanding 5.00% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share, into Chesapeake Energy Corporation Common Stock, par value $0.01 per share, on November 20, 2006 (the “Conversion Date”).

On the Conversion Date, 6.0962 shares of common stock will be issued upon conversion of each share of 5.00% Cumulative Convertible Preferred Stock (Series 2003) and dividends on the preferred stock will cease to accrue. Cash will be paid in lieu of fractional shares of common stock. No payment or adjustment will be made upon conversion of the preferred stock for accrued dividends with respect to the preferred stock or for dividends with respect to the common stock issued upon conversion. There are currently 38,615 shares of the preferred stock outstanding.

From and after November 20, 2006, the preferred stock not previously converted will be deemed to be no longer outstanding and all rights of the holders with respect to such preferred stock will terminate, except the right to receive the whole shares of common stock issuable upon conversion and cash in lieu of any fractional shares, as described above.

A Notice of Conversion has been mailed to shareholders of record of the preferred stock as of the close of business on November 15, 2006. The Conversion Agent is UMB Bank, N.A., 928 Grand Boulevard, 5^th Floor, Kansas City, Missouri, 64106, telephone (816) 860-7411.

Chesapeake Energy Corporation is the third largest independent producer of natural gas in the U.S. Headquartered in Oklahoma City, the company’s operations are focused on exploratory and developmental drilling and corporate and property acquisitions in the Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast, Barnett Shale, Ark-La-Tex and Appalachian Basin regions of the United States. The company’s Internet address is www.chkenergy.com.