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)
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                      NOVEMBER 18, 2004 (NOVEMBER 17, 2004)


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


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


 6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA                 73118
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     (Address of principal executive offices)                     (Zip Code)


                                 (405) 848-8000
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              (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 230.1425)

[_] 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 2 - FINANCIAL INFORMATION

ITEM 2.03 - CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

         On November 17, 2004, we amended our revolving bank credit  facility to
increase the aggregate  commitments under the facility from $500 million to $600
million and extended the current  margin  applicable  to our interest  rates and
commitment fees through December 31, 2005. The amendments to the credit facility
are attached hereto as exhibits.


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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NO.             DOCUMENT DESCRIPTION
-----------             --------------------

   99.1                 Amendment for an Increased Commitment dated November 17,
                        2004 to Fourth  Amended and  Restated  Credit  Agreement
                        among   Chesapeake   Energy   Corporation,    Chesapeake
                        Exploration Limited Partnership, as Borrower, Union Bank
                        of  California,   N.A.  as   Administrative   Agent  and
                        Collateral  Agent,  BNP Paribas and  SunTrust  Bank,  as
                        Co-Syndication   Agents,  Calyon  New  York  Branch  and
                        Comerica  Bank  as  Co-Documentation   Agents,  Bank  of
                        Scotland and Bank of America,  N.A. as Co-Agents and the
                        several lenders from time to time parties thereto.

   99.2                 First  Amendment  dated  November  17,  2004  to  Fourth
                        Amended and Restated Credit  Agreement among  Chesapeake
                        Energy  Corporation,   Chesapeake   Exploration  Limited
                        Partnership, as Borrower, Union Bank of California, N.A.
                        as  Administrative   Agent  and  Collateral  Agent,  BNP
                        Paribas and SunTrust  Bank,  as  Co-Syndication  Agents,
                        Calyon   New   York   Branch   and   Comerica   Bank  as
                        Co-Documentation  Agents,  Bank of Scotland  and Bank of
                        America,  N.A. as Co-Agents and the several lenders from
                        time to time parties thereto.



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                                    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/ AUBREY K. MCCLENDON
                                        ---------------------------------------
                                          Aubrey K. McClendon
                                          Chairman of the Board and
                                          Chief Executive Officer

Dated:        November 18, 2004


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                                  EXHIBIT INDEX


EXHIBIT NO.             DOCUMENT DESCRIPTION

  99.1                  Amendment for an Increased Commitment dated November 17,
                        2004 to Fourth  Amended and  Restated  Credit  Agreement
                        among   Chesapeake   Energy   Corporation,    Chesapeake
                        Exploration Limited Partnership, as Borrower, Union Bank
                        of  California,   N.A.  as   Administrative   Agent  and
                        Collateral  Agent,  BNP Paribas and  SunTrust  Bank,  as
                        Co-Syndication   Agents,  Calyon  New  York  Branch  and
                        Comerica  Bank  as  Co-Documentation   Agents,  Bank  of
                        Scotland and Bank of America,  N.A. as Co-Agents and the
                        several lenders from time to time parties thereto.

  99.2                  First  Amendment  dated  November  17,  2004  to  Fourth
                        Amended and Restated Credit  Agreement among  Chesapeake
                        Energy  Corporation,   Chesapeake   Exploration  Limited
                        Partnership, as Borrower, Union Bank of California, N.A.
                        as  Administrative   Agent  and  Collateral  Agent,  BNP
                        Paribas and SunTrust  Bank,  as  Co-Syndication  Agents,
                        Calyon   New   York   Branch   and   Comerica   Bank  as
                        Co-Documentation  Agents,  Bank of Scotland  and Bank of
                        America,  N.A. as Co-Agents and the several lenders from
                        time to time parties thereto.



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