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)           July 1, 1996 

                    CHESAPEAKE ENERGY CORPORATION 
      (Exact name of Registrant as specified in its Charter)



          Delaware               1-13726                  73-1395733
(State or other jurisdiction   (Commission   (IRS Employer Identification No.)
of incorporation)              File Number)



         6104 North Western Avenue,  Oklahoma City,  Oklahoma      73118
               (Address of principal executive offices)          (Zip Code)

                               (405) 848-8000
         (Registrant's telephone number, including area code)


             INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 4.   Changes in Registrant's Certifying Accountant

(a)  Previous independent accountants

(i)  Effective July 1, 1996, Price Waterhouse LLP sold its Oklahoma City 
practice to Coopers & Lybrand LLP, and as a result had to resign as the 
independent accountants of Chesapeake Energy Corporation.  A copy of the
resignation letter, dated July 1, 1996, is filed as Exhibit 16.1 to this
Form 8-K.

(ii)  The reports of Price Waterhouse LLP on the financial statements for 
the past two fiscal years contained no adverse opinion or disclaimer of 
opinion and were not qualified or modified as to uncertainty, audit 
scope or accounting principle.

(iii)  In connection with its audits for the two most recent fiscal years 
and through July 1, 1996, there have been no disagreements with Price 
Waterhouse LLP on any matter of accounting principles or practices, 
financial statement disclosure, or auditing scope or procedure, which 
disagreements if not resolved to the satisfaction of Price Waterhouse LLP 
would have caused them to make reference thereto in their report on the 
financial statements for such years.

(iv)  During the two most recent fiscal years and through July 1, 1996, 
there have been no reportable events (as defined in Regulation S-K 
Item 304(a)(1)(v)).

(v)  The Registrant has requested that Price Waterhouse LLP furnish it 
with a letter addressed to the SEC stating whether or not it agrees with 
the above statements.  A copy of such letter, dated July 1, 1996, is 
filed as Exhibit 16.2 to this Form 8-K.

(b)  New independent accountants

(i)  The Registrant engaged Coopers & Lybrand LLP as its new independent 
accountants as of July 1, 1996.  During the two most recent fiscal 
years and through July 1, 1996, the Registrant has not consulted with 
Coopers & Lybrand LLP regarding either (1) the application of accounting
principles to a specified transaction, either completed or proposed; or 
the type of audit opinion that might be rendered on the registrant's 
financial statements, and either a written report was provided to the 
registrant or oral advice was provided that Coopers & Lybrand LLP 
concluded was an important factor considered by the registrant in 
reaching a decision as to the accounting, auditing or financial 
reporting issue; or (2) any matter that was either the subject of a 
disagreement, as that term is defined in Item 304(a)(1)(iv) of 
Regulation S-K and the related instructions to Item 304 of Regulation 
S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) 
of Regulation S-K.


                            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, thereunto duly authorized. 

                              CHESAPEAKE ENERGY CORPORATION

                              MARCUS C. ROWLAND

                              Marcus C. Rowland,
                              Vice President - Chief Financial Officer

Dated: July 1, 1996


                          EXHIBIT INDEX

Exhibit No.   Description                       Method of Filing
- -----------   -----------                       ----------------
                                          

16.1          Letter of resignation from        Filed herewith electronically
              Price Waterhouse LLP

16.2          Letter from Price Waterhouse      Filed herewith electronically
              stating agreement with 
              Chesapeake Energy Corporation
              statements

July 1, 1996



Mr. Marc Rowland
Chief Financial Officer
Chesapeake Energy Corporation
P.O. Box 18496
Oklahoma City, Oklahoma 73154

Dear Mr. Rowland:

This is to confirm that the client-auditor relationship between Chesapeake 
Energy Corporation (Commission File Number 1-13726) and Price Waterhouse LLP 
has ceased.

Yours very truly,


PRICE WATERHOUSE LLP

Price Waterhouse LLP



cc:  Chief Accountant
     SECPS Letter File, Mail Stop 9-5
     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, DC 20549

July 1, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.   20549

Ladies and Gentlemen:

We have read Item 4 of Chesapeake Energy Corporation's Form 8-K dated July 1, 
1996 and are in agreement with the statements contained in paragraph 4(a)
therein.

Yours very truly,

PRICE WATERHOUSE LLP

Price Waterhouse LLP
Oklahoma City, Oklahoma