SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                     __________________________________

                                  FORK 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): May 29, 1998


                     CHESAPEAKE UTILITIES CORPORATION
       -------------------------------------------------------------
          (Exact name of registrant as specified in its charter)


            Delaware            001-11590            51-0064146     
       -------------------------------------------------------------
       (State of other         (Commission        (I.R.S. Employer
       jurisdiction of	        File Number)      Identification No.) 
       incorporation)


          909 Silver Lake Boulevard, Dover, Delaware       19904   
       -------------------------------------------------------------
          (Address of principal executive offices)       (Zip Code) 


                             (302) 734-6799 
       -------------------------------------------------------------
           (Registrant's telephone number, including area code)


       -------------------------------------------------------------
           (Former name, former address and former fiscal year,
                      if changed since last report.)


ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On May 29, 1998 Chesapeake Utilities Corporation, a Delaware 
corporation ("Chesapeake"), acquired all of the outstanding stock 
of Xeron, Inc., a privately held natural gas liquids trading 
company headquartered in Houston, Texas (the "Acquisition"). In 
connection with the Acquisition, Chesapeake issued 475,000 shares 
of its common stock to the former owners of Xeron, J. Phillip 
Keeter, Earnest A. Allen, Jr. and Patrick E. Armand (the "Former 
Owners"). The Acquisition was effected pursuant to an Agreement 
and Plan of Merger dated April 28, 1998, under which Xeron became 
a wholly owned subsidiary of Chesapeake. The Acquisition will be 
accounted for as a pooling of interests transaction.

Xeron markets natural gas liquids to a number of major and large 
independent oil and petrochemical companies, wholesale natural 
gas liquids resellers and southeastern retail propane companies. 
Xeron's primary focus is the Mont Belvieu and Dixie Pipeline 
markets, although Xeron has traded in other markets on a limited 
basis.

Carl E. Mendenhall, President of Xeron, will continue to oversee 
all daily operations and the management of Xeron's staff. Patrick 
E. Armand will continue as Chief Financial Officer of Xeron, 
while J. Phillip Keeter and Earnest A. Allen, Jr. will continue 
as advisors.

The purchase price for the Acquisition was determined through 
arm's length negotiations among Chesapeake, Xeron and the Former 
Owners. The Chesapeake common stock issued in connection with the 
Acquisition is restricted stock issued in a private placement. 
Chesapeake has agreed to register the stock with the Securities 
and Exchange Commission for resale, subject to certain 
restrictions on transfer.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

a. & b. The business combination does not meet the criteria for 
        significance as defined in (S)210.3-05 or (S)210.11-01; 
        therefore, no financial statements or pro forma 
        financial data are filed as part of this report.

c.      The Agreement and Plan of Merger dated as of April 28, 
        1998, among Chesapeake Utilities Corporation, CPK Sub-
        C, Inc., Xeron, Inc., J. Phillip Keeter, Earnest A. 
        Allen, Jr. and Patrick E. Armand was filed as Exhibit I 
        of Chesapeake Utilities Corporation Form 8-K dated 
        April 29, 1998 and is hereby incorporated by reference.




                                SIGNATURES

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 UTILITIES CORPORATION



By:  /s/ MICHAEL P. MCMASTERS 
     -----------------------------
     Michael P. McMasters
     Vice President, Treasurer and
     Chief Financial Officer


Dated: June 11, 1998