8-K

                       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): August 31, 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 5. OTHER EVENTS.

On August 31, 1998, Chesapeake Utilities Corporation ("Chesapeake") 
entered into an Agreement for the sale of the 218,464 shares of 
Florida Public Utilities Company ("FPU") common stock that Chesapeake 
currently owns and has held as an investment for some time. Subject to 
the purchaser obtaining Securities and Exchange Commission approval 
and authorization by the purchaser's Board of Directors, Chesapeake 
will receive $16.50 for each share of FPU common stock. Although there 
can be no assurance, the parties currently expect all approvals to be 
obtained before the end of the year. If the sale is consummated, 
Chesapeake will recognize a non-recurring, after-tax gain of 
approximately $870,000. Attached herein as Exhibit I is a copy of the 
executed Letter Agreement. 


                                  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 UTILITIES CORPORATION



By: /s/ JOHN R. SCHIMKAITIS
    -------------------------------------
    John R. Schimkaitis
    President and Chief Operating Officer


Dated: September 1, 1998

EX-99.1

                                                                     EXHIBIT I

                                                       



August 31, 1998



Chesapeake Utilities Corporation
909 Silver Lake Boulevard
Dover, Delaware  19904
Attention:  John R. Schimkaitis
            President and COO

Dear Mr. Schimkaitis:

        The Southern Company (the "Buyer") hereby offers, on the terms 
and subject to the conditions set forth in this letter, to purchase 
from Chesapeake Utilities Corporation (the "Seller") 218,464 shares 
of the common stock, par value $1.50 per share (the "Shares"), of 
Florida Public Utilities Company, a Florida corporation (the 
"Company"), at a price of $16.50 per Share.

        The obligation of the Buyer hereunder to purchase and pay for 
the Shares is subject to its receipt of the approval on acceptable 
terms of the Securities and Exchange Commission (the "SEC") under the 
Public Utility Holding Company Act of 1935, as amended (the "Holding 
Company Act"), and authorization by its board of directors.

        The closing of the purchase of the Shares shall take place as 
soon as practicable after satisfaction of the conditions set forth 
above, upon not less than two business days' notice from the Buyer to 
the Seller.  At the closing, the Seller will deliver a certificate or 
certificates for the Shares free and clear of any lien, charge or 
other interest or encumbrance of any nature, and the Buyer will pay 
the purchase price for the Shares by wire transfer of immediately 
available funds.

        The Buyer and the Seller each agree, for itself and its 
directors, officers, employees, affiliates, representatives and 
agents, not to disclose the existence of this letter or any terms, 
conditions or other facts with respect to the subject matter hereof, 
except as may be required by law (including, in the case of the 
Buyer, to obtain the approval of the SEC under the Holding Company 
Act) or with the written consent of the other party.




Chesapeake Utilities Corporation
August 31, 1998
Page 2


        If you agree with the foregoing and wish to accept the offer set 
forth above, please sign both copies of this letter, retaining one 
copy for your files and returning one copy to the undersigned.  If 
the offer set forth herein is not so accepted by 5:00 P.M. EDT on 
August 31, 1998, it will expire and be of no further force or effect.


Yours very truly,

SOUTHERN COMPANY


By: /s/ W. L. Westbrook
    ---------------------------
    Title:  Financial VP


Accepted and agreed to:

CHESAPEAKE UTILITIES CORPORATION


By: /s/ John R. Schimkaitis
    ---------------------------
    Title:  President