Chesapeake Energy (CHK)

Management Discussion and Analysis of Financial Condition and Results of Operations, page 31

Response: We confirm that Chesapeake has no off-balance sheet arrangements to disclose in accordance with Item 303(a)(4) of Regulation S-K.

Response: As described on page 50 under “Disclosures About Effects of Transactions with Related Parties” in Item 7 and on page 88 under note 6 in Item 8, the full related party balance at December 31, 2007 was due from Chesapeake’s Chairman and CEO, Aubrey McClendon. Mr. McClendon participates as a working interest owner in new oil and natural gas wells drilled by the company under the Founder Well Participation Program (the “FWPP”), which was approved by shareholders in June 2005 and a version of which has been in effect since our IPO in 1993. The company bills Mr. McClendon monthly for his share of leasehold, drilling, completing, equipping and operating costs. These costs are paid promptly by Mr. McClendon as each invoice is received. However, because Mr. McClendon, like all our other joint working interest owners, does not receive our invoices until the third week of the month after charges have been incurred and processed by the company, the balance sheet reflects one month’s billing due to the company from Mr. McClendon at the end of each accounting period. Additionally, there are minor amounts due to the company for reimbursement of Chesapeake accounting staff utilized by Mr. McClendon for personal business. These costs are paid at the time an invoice is received as well.

In addition to the description of the FWPP on page 50 of the 2007 Form 10-K, Chesapeake’s proxy statement for its 2008 annual meeting of shareholders, filed April 29, 2008 and incorporated by reference into the 2007 Form 10-K, discusses the FWPP on page 35 under “Compensation Discussion and Analysis” (reasons for and administration of the program) and on pages 53-54 under “Transactions with Related Persons—Founder Well Participation Program” (history, operation and administration of the program and billings during 2007 and the first quarter of 2008). We believe these disclosures provide an appropriate description of the transactions giving rise to related party receivables.

Securities and Exchange Commission

June 13, 2008

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Response: Chesapeake invested in both of these companies principally for capital appreciation but also to support the critical early-stage credit needs of promising small companies entering our industry. We have historically made a number of investments in energy-related companies which we believed presented opportunities for investment returns. It is not uncommon for the funding provided to our investees to include debt as well as equity components.

We invested in Ventura in early 2007 (both equity and loan commitment). There were no refineries in western Oklahoma until Ventura opened one in 2006. Previously, diesel and other products sold in western Oklahoma for higher premiums than in Chesapeake’s other operating areas because of trucking transportation costs. The Ventura refinery is now a supply source of diesel for rigs which support our extensive drilling program in Oklahoma where off-road diesel was difficult to find and more expensive. As a result of a refinery operating in the area, we are also able to sell our oil production at a higher price than we previously received. In addition, the arrangements to support Ventura by providing credit allowed us to make our investment in the equity of the company at a price we considered attractive. Our primary motive in investing in Mountain Drilling was also for capital appreciation. Mountain Drilling specializes in hydraulic drilling rigs which are quieter, have less of a “footprint” and have reduced tower height, making them ideal for urban drilling. Our Barnett Shale play in Fort Worth and the DFW Airport are examples of where they have been useful.

The foregoing discussion of our business reasons for the credit arrangements we have with Ventura and Mountain Drilling is provided as supplemental information for the Staff. These investments, along with the various credit arrangements, are not considered material by management. We do not propose to include such disclosure in the contingencies and commitments note of our financial statements.

Response: Chesapeake’s 2007 proxy statement was reviewed by the Staff in August 2007 and the company received a comment also focusing on the benefits

Securities and Exchange Commission

June 13, 2008

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associated with the FWPP. We refer you to our response to comment #3 in our correspondence to the Staff dated and filed on August 31, 2007. In that response, we maintained that it was inappropriate to disclose revenues received by Mr. McClendon from his participation in the FWPP. First, we distinguished FWPP revenue from compensation received by Mr. McClendon.

We believe such a comparison is inappropriate in that total compensation represents cash and the value of equity and other benefits received by Mr. McClendon; there is no countervailing expense charged to him. The FWPP, on the other hand, involves both revenues and expenses. Any revenue Mr. McClendon has received required the expenditure of his personal funds at considerable risk as to any one well. During 2006, participation revenue and expenditures for Mr. McClendon were $71.2 million and $106.2 million (an amount disclosed on page 47 of the proxy statement), resulting in a net expenditure by Mr. McClendon of $35 million to participate in the FWPP. Since inception in 1993, the amounts invested by Mr. McClendon in the program have significantly exceeded the revenues generated by his well participation interests.

For 2007, Mr. McClendon’s FWPP participation continued as a significantly larger net expenditure than in 2006. Our August 31, 2007 response to the Staff also made the point that Mr. McClendon’s FWPP participation interests are his separate property.

Another reason we have not disclosed Mr. McClendon’s annual FWPP revenue is that it flows from property that belongs to him, not the company. (An exception was our 2005 proxy statement, in which the FWPP was a matter put to a shareholder vote.) After the company assigns an interest in an oil and natural gas lease to Mr. McClendon pursuant to the FWPP, Mr. McClendon and the company become joint working interest owners in that lease. Mr. McClendon pays his expenses the same as any other joint working interest owner, and the company pays its expenses. Because related person transactions are involved (leasehold purchase/sale, operator services, etc.), our proxy statements have disclosed each year the amounts of FWPP leasehold, drilling, completion, equipping and operating costs billed by the company to and paid by Mr. McClendon. We do not, however, disclose income he receives from, or the value of, his FWPP interests—or any other of his personal assets.

We continue to believe it would be inappropriate to disclose Mr. McClendon’s FWPP revenue for the reasons stated in our August 31, 2007 letter. We note that the Staff had no further comment on the subject after receiving our response. We also believe the disclosures on the FWPP contained in our 2007 Form 10-K and incorporated therein from our 2008 proxy statement (referred to above in our response to comment #3) adequately inform readers of the nature and benefits of Mr. McClendon’s participation in the FWPP.