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): August 12, 2008

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 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

Section 5 – Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation

Effective August 14, 2008, Chesapeake Energy Corporation (the “Company”) filed a Certificate of Elimination with the Oklahoma Secretary of State retiring 788,585 shares of its 5.00% Cumulative Convertible Preferred Stock (Series 2005B), par value $0.01 per share (the “2005B Preferred Stock”).  Such shares of 2005B Preferred Stock were acquired by the Company as the result of a privately negotiated exchange of 2,244,313 shares of its common stock, par value $0.01 per share ("Common Stock"), for the 788,585 shares of 2005B Preferred Stock.  The Certificate of Elimination is attached hereto as exhibit 3.1.  The issuance of shares of Common Stock was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) under the Act.  This exemption applies to any security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

Section 7 – Regulation FD

Item 7.01  Regulation FD Disclosure.

On August 12, 2008, the Company issued a press release announcing that it has closed the sale of its Arkoma Basin Woodford Shale assets to BP America Inc. (NYSE:BP) for approximately $1.7 billion in cash.  A copy of the press release is attached as exhibit 99.1 to this Current Report.

On August 13, 2008, the Company issued a press release announcing that it is soliciting consents from the holders of its outstanding 7.50% Senior Notes due 2013, 7.50% Senior Notes due 2014, 7.00% Senior Notes due 2014, 6.375% Senior Notes due 2015, and 6.875% Senior Notes due 2016.  A copy of the press release is attached as exhibit 99.2 to this Current Report.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits

Exhibit No.	Document Description
3.1	Certificate of Elimination dated August 12, 2008 – 5.0% Cumulative Convertible Preferred Stock (Series 2005B)
99.1	Chesapeake Energy Corporation press release dated August 12, 2008
99.2	Chesapeake Energy Corporation press release dated August 13, 2008

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/ Jennifer M. Grigsby
	Jennifer M. Grigsby
	Senior Vice President, Treasurer and Corporate Secretary

Date:                      August 14, 2008

EXHIBIT INDEX

Exhibit No.	Document Description
3.1	Certificate of Elimination dated August 12, 2008 – 5.0% Cumulative Convertible Preferred Stock (Series 2005B)
99.1	Chesapeake Energy Corporation press release dated August 12, 2008
99.2	Chesapeake Energy Corporation press release dated August 13, 2008

EX-3.1

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 788,585 shares of its 5.0% Cumulative Convertible Preferred Stock (Series 2005B), par value $.01 per share (the “Acquired Shares”).

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 2005B) (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 2005B) by 788,585 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 788,585 shares. The retired Acquired Shares have a par value of $.01 per share and an aggregate par value of $7,885.85.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its Senior Vice President, Treasurer and Corporate Secretary, and attested to by its Assistant Secretary, this 14th day of August, 2008.

CHESAPEAKE ENERGY CORPORATION
By:	/s/ Jennifer M. Grigsby
	Jennifer M. Grigsby
	Senior Vice President, Treasurer and Corporate Secretary

ATTEST:

/s/ Anita L. Brodrick

Anita L. Brodrick

Assistant Secretary

EX-99.1

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

AUGUST 12, 2008

CONTACTS:

JEFFREY L. MOBLEY, CFA SENIOR VICE PRESIDENT – INVESTOR RELATIONS AND RESEARCH (405) 767-4763 jeff.mobley@chk.com MARC ROWLAND EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (405) 879-9232 marc.rowland@chk.com

CHESAPEAKE ANNOUNCES COMPLETION OF ARKOMA BASIN WOODFORD SHALE TRANSACTION

OKLAHOMA CITY, OKLAHOMA, AUGUST 12, 2008 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it has closed the sale of its Arkoma Basin Woodford Shale assets to BP America Inc. (NYSE:BP) for approximately $1.7 billion in cash.

Aubrey K. McClendon, Chesapeake’s Chief Executive Officer, commented, “We are pleased to announce the completion of the sale of our Arkoma Woodford properties to BP.  This transaction was an important aspect of our ongoing asset monetization program and enables Chesapeake to redeploy capital to our Haynesville, Barnett and Marcellus Shale plays and further improves the company’s capital structure.

“We now turn our focus to negotiating joint venture arrangements in the Fayetteville and Marcellus Shale plays.  We anticipate selling 25% of our interest in those two plays using a “PXP-style” transaction in which we receive partial consideration in cash at closing and then receive a tax-efficient carry of development costs over time as wells are drilled.  There is strong industry interest in both plays and also in our preferred deal structure.  Accordingly, we hope to announce transaction details by the end of the third quarter.”

Chesapeake Energy Corporation is the largest 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 Fort Worth Barnett Shale, Fayetteville Shale, Haynesville Shale, Mid-Continent, Appalachian Basin, Permian Basin, Delaware Basin, South Texas, Texas Gulf Coast and Ark-La-Tex regions of the United States. Further information is available at www.chk.com.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including our plans to engage in transactions with respect to our Fayetteville and Marcellus Shale plays.  We believe that our expectations are based on reasonable assumptions.  No assurance, however, can be given that such expectations will prove to have been correct.  The proposed transactions are subject to negotiation, and a number of factors could cause the timing and transaction structure to differ materially from our expectations.  Such factors include the volatility of natural gas and oil prices, drilling risks, uncertainties inherent in estimating reserves and future production, the availability of capital and the ability to execute on our development plans.  See “Risk Factors” in the Prospectus Supplement we filed with the Securities and Exchange Commission on July 10, 2008 for a more complete discussion of risk factors that affect our business and could cause actual results to differ from anticipated results.  We undertake no obligation to publicly update or revise any forward-looking statements.

EX-99.2

  
    chk08132008_ex992.htm