July 29, 2005

Mr. Aubrey K. McClendon
Chairman of the Board and Chief Executive Officer
Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118

Re:	Chesapeake Energy Corporation
		Post-Effective Amendment No. 1 to Form S-3
      Filed July 25, 2005
	File No. 333-119313

Dear Mr. McClendon:

      We have limited our review of the above filing to only the
areas
upon which we have issued comments.  Where indicated, we think you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-3

Plan of Distribution, page 28

1. We note the last two sentences of the paragraph that begins
"[w]e
may enter into derivative transactions with third parties...."
Please
advise us of the types of transactions contemplated by those
statements.  We may have further comment.

Closing Comments

      As appropriate, please amend the above filing in response to
these comments.  You may wish to provide us with a marked copy of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Please contact Jason Wynn at (202) 551-3756 or me at (202)
551-
3740 with any questions.  Direct all correspondence to the
following
ZIP code:  20549-7010.


									Sincerely,


									H. Roger Schwall
									Assistant Director


      cc:  J. Wynn

            via facsimile
            James M. Prince, Esq.
            Vinson & Elkins L.L.P.
            (713) 615-5962
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Mr. Aubrey K. McClendon
Chesapeake Energy Corporation
July 29, 2005
page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010