Exhibit 10
                                
                          AMENDMENT TO
           EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT
                                
     THIS AMENDMENT (the "Amendment"), by and between Chesapeake
Forest Products Company  (The "Company"), and Jack C. King (the
"Employee") to the Employment and Severance Benefits Agreement
dated as of February 27, 1997 by and between the Company and the
Employee (the "Agreement").

     WHEREAS, the Company and the Employee entered into the
Agreement and the Company and the Employee now desire to amend
the Agreement.

     NOW, THEREFORE, in consideration of the promises and mutual
covenants and agreement set forth in this Amendment the parties
agree as follows:

     1. A new Section 6 (d) is added to the Agreement as set
forth below:

          (d)The Company further agrees that if, during the two
     year period specified in Section 6(b) above,  the Employee's
     employment is terminated by the Company as a result of the
     sale of all or substantially all of the assets or the
     outstanding stock of the Company and the Employee is not
     employed by Chesapeake Corporation or the purchaser or any
     of their affiliates, the Employee will be entitled to
     continue to receive his base salary on the normal payroll
     dates for the remainder of the two year period or for a
     period of twelve (12) months  whichever is longer (his
     "Severance Period").  In addition, the Employee shall
     continue, during his Severance Period, to be eligible to
     participate in all life, medical, dental and retirement
     benefit plans or programs or arrangements in which he
     participates immediately prior to his date of termination on
     such terms as are then in effect, provided that his
     continued participation is possible under the general terms
     and provisions of such plans and programs. In the event that
     the Employee's participation in any such plan or program is
     barred by its terms, the Company shall arrange to provide
     the Employee with benefits substantially similar to those
     which he is entitled to receive under such plans and
     programs.  Further, if the Employee elects retirement from
     the Company after his Severance Period, the Employee's
     retirement benefits under the Chesapeake Corporation
     Retirement Plan for Salaried Employees (the "Qualified
     Plan") and the Chesapeake Corporation Executive Supplemental
     Retirement Plan (the "Supplemental Plan") will be enhanced
     by adding five (5) years to his age and service under both
     plans. The enhancement amount will be paid as an additional
     benefit under the Supplemental Plan and will be subject to
     the provisions of the Supplemental Plan.



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     IN WITNESS WHEREOF, the Company has caused this Amendment to
be duly executed on its behalf and the Employee has duly executed
this Amendment, all as of the date first written above.

                                   Chesapeake Forest Products
Company


                                        By: /s/ Jack C. King
                                              -------------------
-----------------------------
                                              Jack C. King

Chairman






























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