|UNITED STATES SECURITIES AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                                                                      
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|WASHINGTON, D.C. 20549                                                                                                                                                                                                                                                                                                                                                
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|FORM 10-Q/A
(Amendment No. 2)                                                                                                                                                                                                                                                                                                                                         
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|√   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                  
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|For the quarterly period ended October 2, 2005                                                                                                                                                                                                                                                                                                                        
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|OR                                                                                                                                                                                                                                                                                                                                                                    
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|TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                     
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|For the transition period from _________ to _________.                                                                                                                                                                                                                                                                                                                
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|Commission file number: 1-3203                                                                                                                                                                                                                                                                                                                                        
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|CHESAPEAKE CORPORATION                                                                                                                                                                                                                                                                                                                                                
|(Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                
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|Virginia                                                                                                                                                                                                                                                                                                                                                              
|(State or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                      
|1021 East Cary Street                                                                                                                                                                                                                                                                                                                                                 
|Richmond, Virginia                                                                                                                                                                                                                                                                                                                                                    
|(Address of principal executive offices)                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                      
|Registrant's telephone number, including area code: 804-697-1000                                                                                                                                                                                                                                                                                                      
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|Not Applicable                                                                                                                                                                                                                                                                                                                                                        
|(Former name, former address, and former fiscal year, if changed since last report)                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                      
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  √    No
|                                                                                                                                                                                                                                                                                                                                                                      
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (check one): Large accelerated filer [    ]     Accelerated filer  [ √ ]    Non-accelerated filer  [    ]                          
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|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes [   ]     No  [ √  ]                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                      
|Number of shares of $1.00 par value common stock outstanding as of March 31, 2006:
19,820,245 shares.                                                                                                                                                                                                                                                                 





Explanatory Note Regarding this Form 10-Q/A

We are filing this Amendment No. 2 to our Quarterly Report on Form 10-Q for the quarter ended October 2, 2005 only to re-file Exhibit 23.1,"Consent of Independent Registered Public Accounting Firm."  The exhibit originally filed with Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended October 2, 2005, as filed with the Securities and Exchange Commission on April 10, 2006 (the "Original Filing"), inadvertently omitted one of the file numbers for the Registration Statements on Form S-8 covered by the consent.  No other changes or modifications are being made to the Original Filing.









Part II - Other Information

Item 6.    Exhibits



|(a) | Exhibits:
|--- | ---------
|    | 23.1     
|    | 31.1     
|    | 31.2     
|    | 32       
|    |          







#### 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 CORPORATION        
|--------------------- | --- | ------------------------------
|                      |     | (Registrant)                  
|                      |     |                               
|Date:  April 11, 2006 | BY: | /s/ Thomas G. Hayes           
|                      |     | Thomas G. Hayes               
|                      |     | Controller                    
|                      |     | (Principal Accounting Officer)
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