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)
--------------------------------------------------------------------------------
                       FEBRUARY 2, 2005(JANUARY 28, 2005)


                          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 230.425)

[_] 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 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 January 28, 2005, we amended and restated our revolving  bank
credit  facility to increase the  aggregate  commitment  under the facility from
$600 million to $1.25  billion and extended the  agreement  through  January 28,
2010.  The  amended  and restated  credit  agreement is attached  hereto as
exhibit 4.8.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01  FINAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits

EXHIBIT NO.             DOCUMENT DESCRIPTION
-----------             --------------------
                        
    4.8                  Fifth  Amended  and  Restated  Credit  Agreement  dated
                         January 28, 2005 among  Chesapeake  Energy  Corporation
                         and  Chesapeake  Exploration  Limited  Partnership,  as
                         Borrower,  Bank of  America,  N.A.  and  Union  Bank of
                         California,  N.A., as  Co-Administrative  Agents, Union
                         Bank of  California,  N.A.,  as  Administrative Paying,
                         Receiving and Collateral Agent, BNP Paribas, Calyon New
                         York  Branch and  SunTrust  Bank,  as  Co-Documentation
                         Agents  and  the  several  lenders  from  time  to time
                         parties hereto.

                                       2


                                    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

Date:         February 2, 2005

                                       3


                                  EXHIBIT INDEX


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

                        
  4.8                    Fifth  Amended  and  Restated  Credit  Agreement  dated
                         January 28, 2005 among  Chesapeake  Energy  Corporation
                         and  Chesapeake  Exploration  Limited  Partnership,  as
                         Borrower,  Bank of  America,  N.A.  and  Union  Bank of
                         California,  N.A., as  Co-Administrative  Agents, Union
                         Bank of  California,  N.A.,  as  Administrative Paying,
                         Receiving and Collateral Agent, BNP Paribas, Calyon New
                         York  Branch and  SunTrust  Bank,  as  Co-Documentation
                         Agents  and  the  several  lenders  from  time  to time
                         parties hereto.

                                       4