SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM 10-Q


 /X/    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended July 2, 2000

                               OR

 / /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

     For the transition period from _________ to _________.

                 Commission file number: 1-3203
                     _______________________

                     CHESAPEAKE CORPORATION

     (Exact name of registrant as specified in its charter)

           Virginia                             54-0166880
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)              Identification No.)

        1021 East Cary Street
         Richmond, Virginia                     23218-2350
(Address of principal executive offices)         Zip Code

Registrant's telephone number, including area code: 804-697-1000

                         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  /X/.   No  / /.

Number of shares of $1.00 par value common stock outstanding as
of July 15, 2000: 15,319,897 shares.





                     CHESAPEAKE CORPORATION
                            FORM 10-Q
           FOR THE QUARTERLY PERIOD ENDED JULY 2, 2000
                              INDEX

                                                           PAGE
                                                          NUMBER
                                                          ------
PART I.  FINANCIAL INFORMATION

    Item 1. Financial Statements

        Consolidated Statements of Earnings-
         Quarter and Six Months Ended July 2, 2000
          and June 30, 1999                                  3

        Consolidated Balance Sheets
         at July 2, 2000 and December 31, 1999               5

        Consolidated Statements of Cash Flows-
         Six Months Ended July 2, 2000
          and June 30, 1999                                  7

        Notes to Consolidated Financial Statements           9

    Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations   22

    Item 3. Qualitative and Quantitative Disclosures
            About Market Risk                               29

PART II. OTHER INFORMATION

    Item 1. Legal Proceedings                               29

    Item 6. Exhibits and Reports on Form 8-K                29


Signature                                                   30














                               -2-
                             PART I


             CHESAPEAKE CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF EARNINGS
              (In millions, except per share data)
                           (Unaudited)

                                Quarter Ended    Six Months Ended
                               --------------------------------
                               July 2, June 30,  July 2, June 30,
                                  2000    1999      2000     1999
                                ------  ------    ------   ------
Net sales                       $255.3  $327.5    $495.4   $566.6
Costs and expenses:
  Cost of products sold          201.3   258.4     392.6    444.4
Selling, general and
   administrative expenses        44.9    46.5      87.2     84.2
                                ------  ------    ------   ------
   Income from operations          9.1    22.6      15.6     38.0

Other income and expenses, net     2.8     1.6       2.9      5.3
Interest expense, net             (9.2)  (11.4)    (14.8)   (17.4)
                                ------  ------    ------   ------
   Income before taxes and
      extraordinary item           2.7    12.8       3.7     25.9

Income tax expense(benefit)        0.9     4.4      (0.5)     9.0
                                ------  ------    ------   ------
   Income before extraordinary
       item                        1.8     8.4       4.2     16.9

   Extraordinary item, net of
      income taxes of $0.9           -       -       1.5        -
                                ------  ------    ------   ------
    Net income                  $  1.8  $  8.4    $  2.7   $ 16.9
                                ======  ======    ======   ======
















                               -3-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF EARNINGS, Continued
              (In millions, except per share data)
                           (Unaudited)

                                Quarter Ended    Six Months Ended
                               --------------------------------
                               July 2, June 30,  July 2, June 30,
                                  2000    1999      2000     1999
                                ------  ------    ------   ------
Basic earnings per share:
   Earnings before extraordinary
      item                      $  .11  $  .39    $  .25   $  .79
   Extraordinary item, net of
      income taxes                   -       -       .09        -
                                ------  ------    ------   ------
   Basic earnings per share     $  .11  $  .39    $  .16   $  .79
                                ======  ======    ======   ======
Weighted average number of
 common shares                    15.7    21.3      16.5     21.3
                                ======  ======    ======   ======
Diluted earnings per share:
   Earnings before extraordinary
      item                      $  .11  $  .39    $  .25   $  .78
   Extraordinary item, net of
      income taxes                   -       -       .09        -
                                ------  ------    ------   ------
   Diluted earnings per share   $  .11  $  .39    $  .16   $  .78
                                ======  ======    ======   ======
Weighted average number of
 common shares and equivalents
 outstanding, assuming dilution   16.1    21.6      16.8     21.6
                                ======  ======    ======   ======
Cash dividends declared per
 share of common stock          $  .22  $  .22    $  .44   $  .44
                                ======  ======    ======   ======


See accompanying notes to consolidated financial statements.














                               -4-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                      (Millions of dollars)

                                             (Unaudited)
                                               July 2,   Dec. 31,
                                                 2000      1999
                                              ---------- --------

      ASSETS

Current assets:
    Cash and cash equivalents                   $  16.6$  306.6
    Accounts receivable (less allowance
     of $3.7 and $4.1)                            182.8   170.5

    Inventories:
     Finished goods                                49.0    41.8
     Work in process                               32.1    28.2
     Materials and supplies                        45.4    36.7
                                               ----------------
      Total inventories                           126.5   106.7

    Deferred income taxes                          22.4    22.4
    Other                                          11.7     4.7
                                               ----------------
      Total current assets                        360.0   610.9
                                               ----------------

Property, plant and equipment, at cost            606.3   520.4
    Less accumulated depreciation                 156.6   164.7
                                               ----------------
                                                  449.7   355.7
                                               ----------------

Goodwill, net                                     536.7   296.4

Investment in affiliates                           70.8     1.5

Other assets                                       86.3   108.7
                                               ----------------
    Total assets                               $1,503.5$1,373.2
                                               ================










                               -5-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
             CONSOLIDATED BALANCE SHEETS, Continued
            (Millions of dollars, except share data)

                                             (Unaudited)
                                               July 2,   Dec. 31,
                                                 2000      1999
                                              ---------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                             $  128.8$   92.5
  Accrued expenses                                113.7   111.6
  Current maturities of long-term debt              2.1    91.3
  Dividends payable                                 3.4     3.9
  Income taxes payable                             17.1    20.6
                                               ----------------
      Total current liabilities                   265.1   319.9
                                               ----------------
Long-term debt                                    505.0   224.4

Other long-term liabilities                        46.5    44.4

Postretirement benefits other than pensions        17.0    16.5

Deferred income taxes                             222.5   216.3
                                               ----------------
      Total liabilities                         1,056.1   821.5
                                               ----------------
Stockholders' equity:
  Preferred stock, $100 par value, issuable
    in series; authorized, 500,000 shares;
    issued, none                                      -       -
  Common stock, $1 par value; authorized,
    60,000,000 shares; outstanding 15,589,139
    in 2000 and 17,509,064 shares in 1999,
    respectively                                   15.6    17.5
  Additional paid-in capital                          -       -
  Unearned compensation                            (3.9)   (4.8)
  Accumulated other comprehensive loss            (52.4)   (7.2)
  Retained earnings                               488.1   546.2
                                               ----------------
      Total stockholders' equity                  447.4   551.7
                                               ----------------
          Total liabilities and stockholders'
            equity                             $1,503.5$1,373.2
                                               ================

See accompanying notes to consolidated financial statements.




                               -6-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Millions of dollars)
                           (Unaudited)
                                                Six Months Ended
                                                July 2, June 30,
                                                  2000    1999
                                                 ------ -------
Operating activities:
  Net income                                     $  2.7  $ 16.9
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Extraordinary item                              2.4       -
    Depreciation, cost of timber harvested and
     amortization of intangibles                   35.7    42.4
    Deferred income taxes                          (2.0)    1.0
    Loss(gain) on sale of property, plant
     and equipment                                  0.2    (0.2)
    Changes in operating assets and liabilities,
     net of acquisitions:
       Accounts receivable, net                    12.2   (10.5)
       Inventories                                (23.2)  (10.6)
       Other assets                                (7.1)    2.4
       Accounts payable                            18.5   (11.9)
       Accrued expenses                           (13.3)   (5.6)
       Income taxes payable                        (6.8)    2.9
       Other                                       (0.7)   (3.9)
                                                 ------  ------
  Net cash provided by operating activities        18.6    22.9
                                                 ------  ------


Investing activities:
    Purchases of property, plant and equipment    (34.2)  (41.8)
    Acquisitions                                 (354.4) (374.2)
    Proceeds from sale of
      property, plant and equipment                   -     1.1
    Other, net                                      0.1    (2.8)
                                                 ------  ------
  Net cash used in investing activities          (388.5) (417.7)
                                                 ------  ------












                               -7-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
                      (Millions of dollars)
                           (Unaudited)
                                                Six Months Ended
                                                July 2, June 30,
                                                  2000    1999
                                                 -----   -----
Financing activities:
  Net borrowing on lines of credit                 76.3    36.6
  Payments on long-term debt                      (15.8)  (21.8)
  Proceeds from long-term debt                     87.5   360.7
  Debt issue costs                                 (3.7)   (2.7)
  Purchases of outstanding common stock           (58.1)  (13.8)
  Dividends paid                                   (7.3)   (9.4)
  Other                                             1.0     1.0
                                                 ------  ------
Net cash provided by financing
   activities                                      79.9   350.6
                                                 ------  ------
  Decrease in cash and cash equivalents          (290.0)  (44.2)
Cash and cash equivalents at beginning of
  period                                          306.6    62.4
                                                 ------  ------
Cash and cash equivalents at end of period       $ 16.6  $ 18.2
                                                 ======  ======


See accompanying notes to consolidated financial statements.
























                               -8-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
     Notes To Consolidated Financial Statements (Unaudited)

Note 1.  Summary of Significant Accounting Policies

Basis of Presentation

     The consolidated financial statements of Chesapeake
Corporation and subsidiaries (the "Company") included herein are
unaudited, except for the December 31, 1999, consolidated balance
sheet, and have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission.
In the opinion of management, the consolidated financial
statements reflect all adjustments, all of a normal recurring
nature, necessary to present fairly the Company's consolidated
financial position and results of operations for the interim
periods presented herein.  These consolidated financial
statements should be read in conjunction with the consolidated
financial statements and the notes thereto incorporated by
reference in the Company's latest Annual Report on Form 10-K.
The results of operations for the 2000 interim period should not
be regarded as necessarily indicative of the results that may be
expected for the entire year.

     Effective January 1, 2000, the Company changed its fiscal
year end for financial statement purposes from a calendar year to
a 52/53 week fiscal year.  Beginning with fiscal year 2000, the
Company's fiscal year will end on the Sunday closest to December
31.  Additionally, the Company now reports its quarterly periods
on a 13-week basis ending on a Sunday. The effect of this change
was not material to the Company's financial condition or results
of operations.

     Certain prior-year data have been reclassified to conform to
the 2000 presentation.

Revenue Recognition

     The Company recognizes revenue in the packaging businesses
upon  passage of title to the customer, which is generally at the
time of product shipment. The Company recognizes sales of land
when all conditions have occurred, as set forth in Statement of
Financial Accounting Standards No. 66, "Accounting for Sales of
Real Estate."

Note 2.  Adoption of Accounting Pronouncements

     As of July 1, 2000, the Company adopted Financial Accounting
Standards Board ("FASB") Interpretation No. 44, "Accounting of
Certain Transactions involving Stock Compensation," an
interpretation of APB Opinion No. 25 ("FIN 44"). FIN 44 clarifies
the application of APB Opinion No. 25 as

                               -9-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
     Notes To Consolidated Financial Statements (Unaudited)


Note 2.  Adoption of Accounting Pronouncements, continued

to (a) the definition of employee for purposes of applying APB
Opinion No. 25, (b) the criteria for determining whether a plan
qualifies as a noncompensatory plan, (c) the accounting
consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an
exchange of stock compensation awards in a business combination.
FIN 44 did not have a material impact on the Company's financial
results.

        In December 1999, the Securities and Exchange Commission
("SEC") issued Staff Accounting Bulleting No. 101, "Revenue
Recognition in Financial Statements" ("SAB 101"), which provides
guidance on the recognition, presentation and disclosure of
revenue in financial statements filed with the SEC. SAB 101
outlines the basic criteria that must be met to recognize revenue
and provides guidance for disclosures related to revenue
recognition policies.  The adoption of SAB 101 is required in the
fourth quarter of 2000 and is not expected to have a material
impact on the Company's financial statements.

     The FASB has issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS 133").  SFAS 133 requires companies to
record derivative instruments on the balance sheet as assets or
liabilities, measured at fair market value. Statement of
Financial Accounting Standards No. 137, which was issued in July
1999, defers the Company's required adoption of SFAS 133 until
fiscal year 2001.  The adoption of SFAS 133 is not expected to
have a material impact on the Company's financial statements.

Note 3.  Comprehensive Income

     Comprehensive (loss)income for the quarters and the six
months ended July 2, 2000, and June 30, 1999, was $(27.9) million
and $2.6 million and $(42.5) million and $11.5 million,
respectively.  The difference between net income and
comprehensive income is due to foreign currency translation.

Note 4.  Acquisitions and Dispositions

     On February 24, 2000, the Company completed its acquisition
of substantially all of the outstanding capital shares of Boxmore
International PLC ("Boxmore"), a European specialty packaging
company headquartered in Belfast, Northern Ireland. The
acquisition was effected through a tender offer by Chesapeake UK
Acquisitions II PLC ("Chesapeake UK II"), a

                              -10-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
     Notes To Consolidated Financial Statements (Unaudited),
continued

Note 4.  Acquisitions and Dispositions, continued

wholly-owned subsidiary of Chesapeake, for all of the outstanding
capital shares of Boxmore at a purchase price of (pound)2.65 per
share. The tender offer represented a value of approximately US
$319 million for Boxmore's outstanding share capital. Including
assumed debt of approximately $64 million, the tender offer
reflected a total enterprise value for Boxmore of approximately
US $383 million.  The purchase price for Boxmore's capital shares
was paid in cash of approximately $234 million, and approximately
$85 million in unsecured loan notes ("Loan Notes") issued by
Chesapeake UK II and guaranteed by First Union National Bank,
London Branch ("First Union, London"). The Loan Notes bear
interest at a variable rate per annum equal to the LIBOR rate for
six month sterling deposits less one-half of one percent, are
redeemable in whole or part at the option of the holders on each
biannual interest payment date commencing February 28, 2001, and,
if not earlier redeemed, mature on February 28, 2005. Under the
terms of its current credit facility, Chesapeake is required to
pay First Union, London a 1.25 percent loan guarantee fee on the
outstanding loan note balance.

     During the first quarter of 2000, the Company also completed
the acquisitions of Green Printing Company, Inc. a specialty
packaging producer and printer in Lexington, North Carolina, and
a corrugated container facility in Warren County, North Carolina,
and finalized the formation of a joint venture with Georgia-
Pacific Corporation, in which the two companies combined their
litho-laminated graphic packaging businesses.

     On March 18, 1999, Chesapeake completed its acquisition of
substantially all of the outstanding capital shares of Field
Group plc ("Field Group"), a European specialty packaging company
headquartered in the United Kingdom.  The acquisition was
effected through a tender offer by Chesapeake UK Acquisitions
PLC, a wholly-owned subsidiary of Chesapeake, for all of the
outstanding capital shares of Field Group at a purchase price of
(pound) 3.60 per share.  As of April 30, 1999, Chesapeake
acquired compulsorily all remaining outstanding shares of Field
Group.  The final purchase price of approximately US $373.3
million was funded through a combination of approximately $316.1
million in borrowings under a credit facility, $22.2 million in
unsecured loan notes issued to certain Field Group shareholders,
and $35.0 million in cash.




                              -11-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited),continued

Note 4.  Acquisitions and Dispositions, continued

     On May 5, 1999, the Company acquired Berry's (Holding)
Limited of Ireland ("Berry's") through Field Group. Berry's is
one of Ireland's largest suppliers of printed pharmaceutical
leaflets and self-adhesive labels and has annual net sales of
approximately $9.2 million.

     Each of the acquisitions has been accounted for using the
purchase method and is included in the results of operations
since the purchase date.  The purchase price allocation for the
Boxmore acquisition is based on preliminary estimates of fair
value for property, plant and equipment; however, the amounts are
not expected to vary materially from this estimate.  As of the
acquisition date of Boxmore, the Company initiated plans to
eliminate duplicate functions and processes and restructure
capacity at certain acquired facilities. As of July 2, 2000,
approximately $8 million was recorded in the opening balance
sheet for the closure of one of the facilities; and, of this
amount, $5 million related to severance and $3 million related to
closure costs. The remaining estimated accrual for severance,
relocation and restructuring costs associated with these plans is
expected to be in the range of $6 million to $15 million. These
plans are expected to be completed by the end of the year.

     The purchase price amounts for the acquisitions which
occurred during the six months ending July 2, 2000, and June 30,
1999, have been allocated to the acquired net assets as
summarized below (in millions):

                                      July 2,     June 30,
                                         2000         1999
                                       ------       ------

Fair value of assets acquired          $500.4      $553.4
Liabilities assumed or created         (141.4)     (167.5)
Cash acquired                            (4.6)      (11.7)
                                       ------      ------
  Cash paid for acquisitions, net      $354.4      $374.2
                                       ======      ======










                              -12-

             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited),continued

Note 4.  Acquisitions and Dispositions, continued

     Pro forma financial information reflecting the combined
results of the Company, Boxmore and Field Group as if these
acquisitions occurred on January 1, 1999, is as follows (in
millions, except per share amounts):

                       Quarter Ended        Six Months Ended
                     July 2,  June 30,     July 2,   June 30,
                      2000       1999         2000       1999

Net sales             $255.3     $376.9     $530.0      $737.9

Income before
extraordinary item      $1.8       $9.3       $3.7       $11.1

Net income              $1.8       $9.3       $2.2       $11.1

Earnings per share
before
extraordinary item:

Basic                  $0.11      $0.44      $0.22       $0.52
Diluted                $0.11      $0.43       0.22       $0.51


Net income per
share:

Basic                  $0.11      $0.44      $0.13       $0.52
Diluted                $0.11      $0.43      $0.13       $0.51



Note 5.  Restructuring/Special Charges

     In the fourth quarter of 1999, the Company recognized a
pretax restructuring/special charge of $38 million related to
employment reduction, the closure of one facility, impairment of
assets in the Company's French operations and defense fees
incurred to respond to an unsolicited proposal by Shorewood
Packaging Corporation ("Shorewood") to acquire Chesapeake. The
cash portion of the restructuring/special charges was $23
million. Announced workforce reductions included approximately
300 employees in the Merchandising and Specialty Packaging
segment, 170 employees in the European Specialty Packaging
segment and 10 corporate employees. Payments for employment
reduction included approximately 80 employees in the
Merchandising and Specialty Packaging segment, 50 employees in
the European Specialty Packaging Segment and 10 corporate
employees.  The Company anticipates completing the above
restructuring activities as planned by the end of 2000.

                              -13-

             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited),continued

Note 5.  Restructuring/Special Charges, continued

     An analysis of the restructuring reserve as of July 2, 2000
is as follows (in millions):

                       Employment  Facility  Defense
                       Reduction   Closure      Fees     Total
                       ---------   --------  --------   -------

Restructuring charge       $12.6      $1.2      $9.2     $23.0
Cash payments in 1999       (1.1)       -       (2.5)     (3.6)
                           -----     -----     -----     -----
Balance, December
  31, 1999                  11.5       1.2       6.7      19.4
Cash payments in 2000       (6.4)     (0.5)     (4.3)    (11.2)
Foreign currency
  translation               (0.1)       -         -       (0.1)
                           -----     -----     -----     -----
Balance, July 2, 2000       $5.0      $0.7      $2.4      $8.1
                           =====     =====     =====     =====

     Ongoing annual operating savings of approximately $11
million upon full implementation of the program are expected in
the form of reduced salaries and benefits expenses(approximately
$7.5 million), manufacturing costs (approximately $1.0 million)
and depreciation expense (approximately $2.5 million). The
Company estimates that actions implemented under the plan
resulted in pre-tax savings of approximately $1.3 million and
$2.6 million for the quarter and six months ended July 2, 2000,
respectively.

Note 6.  Income Taxes

     Excluding the non-recurring impact of the Shorewood
transaction costs, the Company's effective income tax rate was
34% for the six months ended July 2, 2000 and 35% for the six
months ended June 30, 1999.  The decrease in the Company's
effective income tax rate is primarily due to the acquisition of
businesses in countries which have a lower effective tax rate.

Note 7.  Debt

     On June 15, 2000, Chesapeake terminated its six month $250
million senior credit facility and entered into a five year $450
million senior credit facility. Interest accrues on the
outstanding balance of the loan based upon Chesapeake's choice of
the following rates: (i) an alternative base rate, which is equal
to the higher of the administrative agent's base rate or

                              -14-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited),continued

Note 7.  Debt, continued

the federal funds rate plus 1/2 of 1%, plus a margin determined
by reference to the Company's leverage ratios; (ii) LIBOR plus a
margin; or (iii) a fixed interest rate per annum. The Company is
required to pay a 1.25 percent loan guarantee fee on the
outstanding loan note balance issued in connection with the
Boxmore acquisition.  In addition, the Company is required to pay
a fee based on the total facility commitment and the Company's
leverage ratio. The facility has customary covenants, including
debt and acquisition limits, interest coverage and a minimum net
worth requirement. Chesapeake's foreign subsidiary obligations
under this facility are collateralized by a pledge of the stock
of its principal foreign subsidiaries.

Note 8.  Commitments and Contingencies

Environmental Matters

     Chesapeake has a strong commitment to protecting the
environment.  The Company has an environmental audit program to
monitor compliance with environmental laws and regulations.  The
costs of compliance with existing environmental regulations are
not expected to have a material adverse effect on the Company's
financial condition or results of operations.

     The Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") and similar state "Superfund" laws
impose liability, without regard to fault or to the legality of
the original action, on certain classes of persons (referred to
as potentially responsible parties or "PRPs") associated with a
release or threat of a release of hazardous substances into the
environment.  Financial responsibility for the clean-up or other
remediation of contaminated property or for natural resource
damages can extend to previously owned or used properties,
waterways, and properties owned by third parties, as well as to
properties currently owned and used by a company even if
contamination is attributable entirely to prior owners.  As
discussed below, the U.S. Environmental Protection Agency ("EPA")
has given notice of its intent to list the lower Fox River in
Wisconsin on the National Priorities List under CERCLA and has
identified Wisconsin Tissue Mills Inc., now WTM I Company ("WT"),
as a PRP.

     Except for the Fox River matter, the Company has not been
identified as a PRP at any CERCLA-related sites.  However, there
can be no assurance that the Company will not be named as a PRP
at any other sites in the future, or that the costs associated
with additional sites would not be material to the Company's

                              -15-

             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited), continued

Note 8.  Commitments and Contingencies, continued

financial condition or results of operations.

     In June 1994, the United States Department of Interior, Fish
and Wildlife Service ("FWS"), a federal natural resources
trustee, notified WT that it had identified WT and four other
companies located along the lower Fox River in northeast
Wisconsin as PRPs for purposes of natural resources liability
under CERCLA arising from alleged releases of polychlorinated-
biphenyls ("PCBs") in the Fox River and Green Bay System.  Two
other companies subsequently received similar notices from the
FWS.  The FWS and other governmental and tribal entities,
including the State of Wisconsin, allege that natural resources,
including endangered species, fish, birds, tribal lands, or lands
held by the United States in trust for various Indian tribes,
have been exposed to PCBs that were released from facilities
located along the lower Fox River.  The FWS is proceeding with a
natural resource damage assessment with respect to the alleged
discharges.  On January 31, 1997, the FWS notified WT of its
intent to file suit, subject to final approval by the Department
of Justice, against WT to recover alleged natural resource
damages.  WT and other PRPs have engaged in discussions with the
parties asserting trusteeship of the natural resources concerning
the damage assessment and the basis for resolution of the natural
resource damage claims. WT and other PRPs are also engaged in
discussions with the State of Wisconsin with respect to resolving
possible state claims concerning remediation, restoration and
natural resource damages related to the alleged discharge of PCBs
into the Fox River and Green Bay System.

     On June 18, 1997, the EPA announced that it was initiating
the process of listing the lower Fox River on the CERCLA National
Priorities List of hazardous waste sites.  The EPA identified
several PRPs, including WT.

      On February 26, 1999, the Wisconsin Department of Natural
Resources ("DNR") released for public comment a draft remedial
investigation/feasibility study ("RI/FS") for the lower Fox River
site.  In the draft RI/FS, the DNR reviewed and summarized
several categories of possible remedial alternatives for the
site, estimated to cost in the range of $143 million to $721
million, but did not identify a preferred remedy.  (As required
by applicable regulations, the draft RI/FS also includes a "no
action" alternative that does not entail remediation costs, but
WT does not believe that the "no action" alternative will be
selected).  There can be no assurance that many of the cost
estimates in the draft RI/FS will not differ significantly from
actual costs.  WT submitted timely comments on the draft RI/FS

                              -16-

             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited),continued

Note 8.  Commitments and Contingencies, continued

both individually and in conjunction with other PRPs. After
finalizing the RI/FS, the DNR and the EPA are expected to
announce a preferred remedial alternative in a Proposed Remedial
Action Plan. The Proposed Remedial Action Plan will be subject to
a public comment period, and enforcement of any definitive
Remedial Action Plan may be subject to judicial review.

     The largest components of the costs of the more expensive
clean-up alternatives presented in the draft RI/FS are
attributable to large-scale sediment removal, treatment and
disposal.  Based on current information and advice from its
environmental consultants, WT believes that an aggressive effort
to remove substantial amounts of PCB-contaminated sediments (most
of which are buried under cleaner material or are otherwise
unlikely to move), as contemplated by certain alternatives
presented in the draft RI/FS, would be environmentally
detrimental and therefore inappropriate. Instead, WT believes
that less intrusive alternatives are more environmentally
appropriate, cost effective and responsible methods of managing
risks attributable to sediment contamination.

     The ultimate cost to WT associated with this matter cannot
be predicted with certainty at this time, due to uncertainties
with respect to: which, if any, of the remedial alternatives
presented in the draft RI/FS will be implemented, and
uncertainties associated with the actual costs of each of the
potential alternatives; the outcome of the federal and state
natural resource damage assessments; WT's share of any multi-
party clean-up/restoration expenses; the timing of any clean-
up/restoration; the evolving nature of clean-up/restoration
technologies and governmental regulations; controlling legal
precedent; the extent to which contribution will be available
from other parties; and the scope of potential recoveries from
insurance carriers and prior owners of WT.  While such costs
cannot be predicted with certainty at this time, WT believes that
the ultimate clean-up/restoration costs associated with the lower
Fox River site may exceed $100 million for all PRPs in the
aggregate.  Under CERCLA, each PRP generally will be jointly and
severally liable for the full amount of the clean-up costs,
subject to a right of contribution from the other PRPs. In
practice, PRPs generally negotiate among themselves to determine
their respective contributions to any multi-party cleanup/
restoration, based upon factors including their respective
contributions to the alleged contamination and their ability to
pay.  Based on presently available information, WT believes that
several of the named PRPs will be able to pay substantial shares
toward remediation and restoration, and that there are additional
parties, some of which have substantial resources, that may also
be jointly and severally liable.


                              -17-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited),continued

Note 8.  Commitments and Contingencies, continued

     WT also believes that it is entitled to substantial
indemnification from a prior owner of WT, pursuant to a stock
purchase agreement between the parties, with respect to
liabilities related to this matter.  WT believes that the prior
owner intends to, and has the financial ability to, honor its
indemnification obligation under the stock purchase agreement.

     Pursuant to the Joint Venture Agreement for the Georgia-
Pacific Tissue joint venture (the "Tissue JV"), WT has retained
liability for, and the third party indemnity rights associated
with, the discharge of PCBs and other hazardous materials in the
Fox River and Green Bay System. Based on presently available
information, WT believes that if any remediation/restoration is
done in an environmentally appropriate, cost effective and
responsible manner, the matter is unlikely to have a material
adverse effect on the Company's financial condition or results of
operations.  However, because of the uncertainties described
above, there can be no assurance that WT's ultimate liability
with respect to the lower Fox River site will not have a material
adverse effect on the Company's financial condition or results of
operations.

    On April 19, 1999, the EPA and the Virginia Department of
Environmental Quality ("DEQ") each issued Notices of Violation
("NOVs") under the Clean Air Act Amendments of 1990 ("CAA")
against St. Laurent Paper Products Corp. ("St. Laurent") (and,
in the case of EPA's NOV, Chesapeake) relating to St. Laurent's
kraft products mill located in West Point, Virginia (the "West
Point Mill") formerly owned and operated by Chesapeake Paper
Products, L.L.C.  Chesapeake Paper Products, L.L.C. was sold by
Chesapeake to St. Laurent Paperboard (U.S.) Inc. ("St. Laurent
(U.S.)") in May 1997, pursuant to a Purchase Agreement dated as
of April 30, 1997, by and among Chesapeake Corporation, St.
Laurent Paperboard Inc. and St. Laurent (U.S.) (the "Purchase
Agreement").  In general, the NOVs allege that from 1984 to the
present, the West Point Mill installed certain equipment and
modified certain production processes without obtaining required
permits.  Under applicable law, the EPA and DEQ may commence a
court action with respect to the matters alleged in the NOVs
seeking injunctive relief to compel compliance with the CAA, and
a court may impose civil penalties of up to $25,000 per day of
violation ($27,500 per day for violations after January 30,
1997) for violations of the CAA (provided that a court, in
determining the amount of any penalty to be assessed, shall take
into consideration, among other things, the size of the
business, the economic impact of the penalty on the business,
the business' compliance history and good faith efforts to
comply, the economic benefit to the business of noncompliance
and the seriousness of the violation). The Purchase Agreement
provides that Chesapeake may be required to indemnify St.

                              -18-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited),continued

Note 8.  Commitments and Contingencies, continued

Laurent against certain violations of applicable environmental
laws (including the CAA) that were identified as of the May 1997
closing date (and other such violations that existed prior to
such date as to which Chesapeake had "knowledge," as defined in
the Purchase Agreement).  Chesapeake's indemnification
obligation to St. Laurent with respect to such matters is
subject to certain limitations, including a cap of $50 million
and, in certain circumstances, a $2.0 million deductible.  The
Company and St. Laurent have jointly responded to and are
defending against the matters alleged in the NOVs, and have
presented an initial settlement offer, consisting primarily of
engineering measures, to the EPA and DEQ.  Based upon a review
of the NOVs and an analysis of the applicable law and facts, the
Company believes that both it and St. Laurent have substantial
defenses against the alleged violations and intend to vigorously
defend against the alleged violations.  The Company and St.
Laurent are negotiating with EPA, the United States Department
of Justice and DEQ to address the matters that are the subject
of the NOVs.  The ultimate cost, if any, to the Company relating
to matters alleged in the NOVs cannot be determined with
certainty at this time, due to the absence of a determination
whether any violations of the CAA occurred and, if any
violations are ultimately found to have occurred, a
determination of (i) any required remediation costs and
penalties, and (ii) whether St. Laurent would be entitled to
indemnification from the Company under the Purchase Agreement
and, if so, to what extent.

Litigation

     The Company is a party to various other legal actions, which
are ordinary and incidental to its business. While the outcome of
legal actions cannot be predicted with certainty, the Company
believes the outcome of any of these proceedings, or all of them
combined, will not have a material adverse effect on its
consolidated financial position or results of operations.















                              -19-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited),continued

Note 9.  Segment Disclosure
                                 Second Quarter   Year-to-Date
                                 --------------  -------------
                                  2000    1999     2000   1999
Net sales:                        ----    ----     ----   ----
 European Specialty Packaging     $122.6 $ 89.6  $243.4 $105.0
 Merchandising and Specialty
  Packaging                        100.6  114.3   207.7  227.4
   Plastic Packaging                27.3      -    37.2      -
   Tissue                              -  108.2       -  207.0
 Forest Products/Land Development    4.8   15.4     7.1   27.2
                                  ------ ------  ------ ------
                                  $255.3 $327.5  $495.4 $566.6
                                  ====== ======  ====== ======
Earnings before interest and
 taxes (EBIT):
 European Specialty Packaging     $ 10.9 $  5.8  $ 19.8 $  6.4
 Merchandising and Specialty
  Packaging                          0.1    1.9     1.8    3.9
 Plastic Packaging                   2.5      -     3.5      -
 Tissue                                -   17.8       -   33.3
 Forest Products/Land Development    3.4    3.4     5.4    8.1
 Corporate/other                    (5.0)  (4.7)  (12.0)  (8.4)
                                  ------ ------  ------ ------
                                  $ 11.9 $ 24.2  $ 18.5 $ 43.3
                                  ====== ======  ====== ======

                                             July 2,   June 30,
                                             2000          1999
Identifiable assets:                         --------  --------
 European Specialty Packaging                $ 739.4   $ 534.0
 Plastic Packaging                             244.4         -
 Merchandising and Specialty Packaging         411.4     338.4
 Tissue                                            -     458.1
 Forest Products/Land Development               34.2     119.8
 Corporate/other                                74.1      51.7
                                            --------  --------
                                            $1,503.5  $1,502.0
                                            ========  ========

     Chesapeake currently conducts its business in four segments.
The Company's European Specialty Packaging segment, which is
comprised of the Field Group operations and the paper-based
specialty packaging operations of Boxmore, produces folding
cartons, labels, and leaflets, primarily for consumer products
and pharmaceutical/healthcare companies. The results of the
operations of Field Group and Boxmore are included in the
consolidated segment results since their respective acquisition
dates of March 18, 1999, and February 24, 2000(see Note 4).  The

                              -20-
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
Notes To Consolidated Financial Statements (Unaudited),continued

Note 9.  Segment Disclosure, continued

Merchandising and Specialty Packaging segment produces and sells
point-of-sale displays, merchandising services, graphic packaging
and corrugated shipping containers.  The Plastic Packaging
segment is comprised of the plastic-based specialty packaging
operations of Boxmore, which produce plastic containers for
food/drink and agricultural/industrial markets.  The Forest
Products/Land Development segment manages the Company's real
estate holdings.  The Company's Tissue segment was composed of
the commercial and industrial tissue operations of WT and
Wisconsin Tissue de Mexico, which were contributed to a joint
venture with Georgia-Pacific Corporation effective October 3,
1999. There were no intersegment sales for the six months ended
July 2, 2000, and June 30, 1999.



































                              -21-

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS
Overview

     Net sales were $255.3 million for the quarter ended July 2,
2000, compared to net sales of $327.5 million for the second
quarter of 1999, or a decrease of $72.2 million. Net sales for
the six months ended July 2, 2000, were $495.4 million compared
to net sales for the six months ended June 30, 1999 of $566.6
million. The decreases in net sales for the quarter and first
half of 2000 primarily reflect sales from the recently acquired
European operations offset by the absence of sales from
Chesapeake's former Tissue segment and lower U.S. point-of-
purchase display sales.

     Net income for the quarter ended July 2, 2000, was $1.8
million, or $.11 per diluted share, compared with 1999 second
quarter net income of $8.4 million, or $.39 per diluted share.
Net income for the six months ended July 2, 2000, was $2.7
million, or $.16 per diluted share, compared with 1999 first half
net income of $16.9 million, or $.78 per diluted share. Included
in the first half of 2000's net income is an extraordinary charge
for the early extinguishment of debt of $1.5 million, or $.09 per
diluted share. The decrease in operating results reflects: the
change in Chesapeake's business portfolio to businesses that are
more seasonal; lower sales and operating margins in the U.S.
point-of-purchase display business, which were impacted by delays
of promotional programs and new product launches by several major
U.S. consumer products companies; and the impact of unfavorable
foreign exchange translation rates in Europe.

    Other income and expenses, net, increased $1.2 million for
the quarter ended July 2, 2000, compared to the same period
ended June 30, 1999, due to increased land sales. Other income
and expenses, net, decreased $2.4 million for the six months
ended July 2, 2000, compared to the same period in 1999.  During
the first quarter of 2000, the Company announced the expiration
of its offer to acquire Shorewood Packaging Corporation
("Shorewood") after International Paper Company entered into a
definitive agreement to acquire Shorewood.  The first half of
2000 other income and expenses, net, includes nonrecurring
expenses associated with the Shorewood tender offer of $10.3
million, which were largely offset by a $7.7 million gain on
Chesapeake's sale of 4.1 million shares of Shorewood common
stock.

    Tax expense(benefit) for the six months ended July 2, 2000,
includes the tax effect of the transaction costs associated with
the Shorewood tender offer and the reversal of an estimated tax
provision on the 1999 accrual of Shorewood defense costs that

                              -22-
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Overview, continued


totaled $2.6 million.  Excluding these nonrecurring items, the
Company's effective tax rate for the second quarter and six
months ended July 2, 2000, was 34% (See Note 6 to the
consolidated financial statements).

     Lower debt levels and increased cash balances, partially
offset by higher interest rates, decreased net interest expense
by $2.2 million and $2.6 million for the quarter and six months
ended July 2, 2000, respectively, compared to the same periods
ended June 30, 1999.

Segment Information

European Specialty Packaging
                                            Increase/(Decrease)
(Dollars in millions)     2000      1999        $        %
----------------------------------------------------------------
Second quarter:
Net sales               $122.6    $ 89.6     $33.0       36.8%
EBIT                      10.9       5.8       5.1       87.9%
Operating margin           8.9%      6.5%        -       36.9%

Six months:
Net sales                243.4     105.0     138.4      131.8%
EBIT                      19.8       6.4      13.4      209.4%
Operating margin           8.1%      6.1%        -       32.8%
================================================================


The European Specialty Packaging segment consists of the results
of Field Group and the paper-based specialty packaging operations
of Boxmore.  These operations have been consolidated since their
respective acquisition dates. Net sales for the second quarter of
2000 increased 36.8% over the second quarter of 1999 due to
growth in Field Group sales, and the addition of the paperboard
packaging business of Boxmore.  EBIT for this segment in the
second quarter and six months ended July 2, 2000, increased over
the corresponding 1999 periods largely due to the addition of the
Boxmore business and productivity improvements in the Field
Group. Included in the operating results of this segment for the
2000 second quarter were reductions in sales and EBIT of $7
million and $0.5 million, respectively, due to unfavorable
foreign currency exchange rates used to translate local currency
results to U.S. dollars.



                              -23-

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS, continued

Segment Information, continued

     On a proforma basis, net sales and EBIT were $262.6 million
and $20.9 million, respectively for the first half of 2000
compared to $253.1 million and $15.7 million, respectively for
the first half of 1999. The increase in pro forma sales was due
to an increase in business volume partially offset by the impact
of unfavorable foreign exchange rates.  The increase in pro forma
EBIT was largely due to volume growth and productivity
improvements in the Field Group.


Merchandising and Specialty Packaging

                                            Increase/(Decrease)
(Dollars in millions)     2000      1999        $        %
----------------------------------------------------------------
Second Quarter:
Net sales               $100.6    $114.3     (13.7)      (12.0)%
EBIT                       0.1       1.9      (1.8)      (94.7)%
Operating margin           0.1%      1.7%        -       (94.1)%

Six months:
Net sales                207.7     227.4     (19.7)      (8.7)%
EBIT                       1.8       3.9      (2.1)     (53.9)%
Operating margin           0.9%      1.7%        -      (47.1)%
================================================================

     Net sales for the second quarter of 2000 decreased 12.0
percent compared to the same period in the prior year, primarily
due to lower sales volumes, which were impacted by delays in new
product rollouts and a general slowdown in promotional activities
within the U.S. display business customer base, comprised largely
of consumer products companies. Also reducing this segment's
sales was the deconsolidation of Color-Box sales after the
formation of the litho-laminated joint venture with Georgia-
Pacific Corporation in February 2000, offset, in part, by sales
generated by the acquisitions of Consumer Promotions
International in October 1999 and Green Printing in February
2000. The decrease in EBIT and operating margin quarter over
quarter reflected lower profitability in the U.S. display
business and start-up costs at the Company's Warren County, North
Carolina, corrugated container facility, largely offset by
improved profitability in the remainder of the corrugated
container business.

First half 2000 net sales and EBIT were down compared to the
first half of 1999 due to lower U.S. display business volume.

                              -24-
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS, continued

Segment Information, continued

Plastic Packaging

     The Plastic Packaging segment is comprised of the plastic-
based specialty packaging operations of Boxmore.  Net sales and
EBIT for the segment were $27.3 million and $2.5 million for the
quarter ended July 2, 2000, and $37.2 million and $3.5 million
for the six months ended July 2, 2000, respectively. On a
proforma basis, net sales and EBIT were up approximately 21% and
19%, respectively, for the second quarter and 21% and 23% for the
six months ended July 2, 2000.  This improvement was generated
from volume increases and improved production efficiencies,
partially offset by the impact of unfavorable foreign currency
exchange rates used to translate local currency results to U.S.
dollars.

Tissue

     The Tissue segment was eliminated from separate reporting
after the formation of the Georgia-Pacific Tissue joint venture
(the "Tissue JV") on October 4, 1999.  The results of
Chesapeake's 5% equity interest in the Tissue JV have been
included in the Corporate/other segment.

Forest Products/Land Development
                                            Increase/(Decrease)
(Dollars in millions)     2000      1999        $        %
----------------------------------------------------------------
Second quarter:
Net sales                $ 4.8     $15.4      $(10.6)    (68.8)%
EBIT                       3.4       3.4          -          -
Operating margin          70.8%     22.1%         -      220.4 %

Six months:
Net sales                  7.1      27.2       (20.1)    (73.9)%
EBIT                       5.4       8.1        (2.7)    (33.3)%
Operating margin          76.1%     29.8%         -      155.4 %
================================================================

     The fluctuation in earnings reflects the impact of the sale
of a substantial portion of the Company's timberland and its
Building Products business in the third quarter of 1999.







                              -25-
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS, continued

Liquidity and Financial Position

     Net cash provided by operating activities decreased 18.8%,
to $18.6 million for the six months ended July 2, 2000, compared
to $22.9 million for the six months ended June 30, 1999,
primarily due to a decrease in EBITDA offset, in part, by
decreases in working capital. EBITDA, a measure of internal cash
flow, which combines earnings before nonrecurring charges,
interest, income taxes and non-cash charges for depreciation,
cost of timber harvested, and amortization, was $56.8 million for
the first six months of 2000, compared to EBITDA of $85.7 million
for the first six months of 1999.  This decrease in EBITDA was
due primarily to the shift in the seasonal operating profit
pattern of the Company's business portfolio and lower
profitability in the Company's U.S. display business.

     Net cash used in investing activities for the first six
months of 2000 was $388.5 million, compared to $417.7 million in
the first six months of 1999, which primarily reflects the cash
utilized for acquisitions in each period.

     Net cash provided by financing activities in the first six
months of 2000 was $79.9 million, compared to $350.6 million in
the first six months of 1999.  The decrease in net cash provided
by financing activities was primarily due to higher borrowings
under the Company's lines of credit to finance acquisitions in
the first half of 1999 than in the first half of 2000.
Chesapeake's net debt-to-capital ratio was 42 percent as of July
2, 2000, compared to 56 percent as of June 30, 1999.  The
decrease in the net debt-to-capital ratio was the result of
applying cash received from the formation of the Tissue JV to
repay debt, partially offset by the use of cash to partially fund
acquisitions and share repurchases.

     During the second quarter of 2000, the Company purchased
approximately 1 million shares of its common stock in open market
transactions at an average price of approximately $31 per share.
During the first half of 2000, the Company purchased
approximately 2 million shares of its common stock, or about 11
percent of the outstanding shares at December 31, 1999, at an
average price of approximately $29 per share. At the end of the
second quarter of 2000, the Company was authorized to purchase an
additional 500,000 shares in open market or privately negotiated
transactions.


     On February 23, 2000, Chesapeake terminated a commitment to
enter into a long-term $1.075 billion senior credit facility
(which it had obtained in connection with the anticipated

                              -26-
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS, continued

Liquidity and Financial Position, continued

acquisition of Boxmore and its efforts to acquire Shorewood), and
entered into a six-month $250 million senior credit facility to
satisfy short-term liquidity requirements. On June 15, 2000,
Chesapeake terminated its six month $250 million senior credit
facility and entered into a five year $450 million senior credit
facility. Interest accrues on the outstanding balance of the loan
based upon Chesapeake's choice of the following rates: (i) an
alternative base rate, which is equal to the higher of the
administrative agent's base rate or the federal funds rate plus
1/2 of 1%, plus a margin determined by reference to the Company's
leverage ratios; (ii) LIBOR plus a margin; or (iii) a fixed
interest rate per annum. The Company is required to pay a 1.25
percent loan guarantee fee on the outstanding loan note balance
issued in connection with the Boxmore acquisition.  In addition,
the Company is required to pay a fee based on the total facility
commitment and the Company's leverage ratio. The facility has
customary covenants, including debt and acquisition limits,
interest coverage and a minimum net worth requirement.
Chesapeake's foreign subsidiary obligations under this facility
are collateralized by a pledge of the stock of its principal
foreign subsidiaries.

     The Company believes that its financial resources are
adequate to support anticipated long-term and short-term capital
needs and commitments.

Outlook

     The following statements reflect management's outlook for
the Company as of July 20, 2000.  Except as otherwise indicated,
the following forward-looking statements do not reflect the
potential impact of any acquisitions, divestitures,
or other structural changes in the Company's business that may be
completed during the remainder of 2000.  The following statements
are subject to certain risks and uncertainties, including those
listed under the caption "Forward-Looking Statements" on page 28
of this report:

-The Company expects revenue for 2000 to be in the $1.0 billion
to $1.1 billion range, excluding unconsolidated affiliates.

-Full year earnings improvements in all four business segments
(European Specialty Packaging, Merchandising and Specialty
Packaging, Plastic Packaging and Land Development) are expected
in 2000, compared to 1999.



                              -27-
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS, continued

Outlook, continued

-The Company's effective income tax rate in 2000 is expected to
be 34.0 percent.

-Capital spending, excluding acquisitions, for 2000 is expected
to be approximately $85 million.

-Depreciation and amortization is expected to be in the range of
$75 million to $80 million in 2000, compared to $54 million in
1999 for continuing operations.

-Earnings per share before extraordinary item expectations, not
including the potential impact of future acquisitions, are in the
range of $1.55 to $1.75 per share for 2000. Third quarter
earnings per share are estimated to be $.55 to $.65 per share.

-Full year 2000 EBITDA is expected to be in the range of $145
million to $155 million.

Accounting Pronouncements

     See Note 2 to Consolidated Financial Statements.

Forward-Looking Statements

     Forward-looking statements in the foregoing Management's
Discussion and Analysis of Financial Condition and Results of
Operations include statements that are identified by the use of
words or phrases including, but not limited to, the following:
"will likely result", "expected to", "will continue", "is
anticipated", "estimated", "project", "believe" and words or
phrases of similar import. Changes in the following important
factors, among others, could cause Chesapeake's actual results to
differ materially from those expressed in any such forward-
looking statements: competitive products and pricing; production
costs, particularly for raw materials such as waste paper,
folding carton and corrugated box and display materials;
fluctuations in demand; governmental policies and regulations
affecting the environment; interest rates; currency translation
movements; and other risks that are detailed from time to time in
reports filed by the Company with the Securities and Exchange
Commission.







                              -28-
Item 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET
        RISK

         There are no material changes to the disclosure on this
         matter made in the Company's report on Form 10-K for
         the year ended December 31, 1999.

                             PART II

Item 1.  Legal Proceedings

         Reference is made to Note 8 of the Notes to
          Consolidated Financial Statements included herein.

Item 6.  Exhibits and Reports on Form 8-K

         (a)Exhibits:

              4.1 - Credit Agreement, dated as of June 15, 2000,
              among Chesapeake Corporation, Chesapeake UK
              Acquisitions II PLC, Chesapeake UK Acquisitions
              PLC, Chesapeake U.K. Holdings Limited, Boxmore
              International PLC, Field Group PLC and Chesapeake
              Europe, SAS, as the Borrowers, Various Financial
              Institutions and Other Persons From Time to Time
              Parties Thereto, as the Lenders, First Union
              National Bank, as the Administrative Agent, Bank
              of America, N.A., as the Syndication Agent, and
              Wachovia Bank, N.A., as the Documentation Agent.

              27.1 - Financial Data Schedule - 2000

              27.2 - Restated Financial Data Schedule - 1999

         (b)Reports on Form 8-K:

             None.
















                              -29-

                            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:  July 28, 2000                BY:  /s/ William T. Tolley
                                             William T. Tolley
                                         Senior Vice President -
                                          Finance & Chief
                                          Financial Officer


































                              -30-
                          EXHIBIT INDEX



EXHIBIT
-------
4.1 Credit Agreement, dated as of June 15, 2000, among Chesapeake
        Corporation, Chesapeake UK Acquisitions II PLC,
        Chesapeake UK Acquisitions PLC, Chesapeake U.K. Holdings
        Limited, Boxmore International PLC, Field Group PLC and
        Chesapeake Europe, SAS, as the Borrowers, Various
        Financial Institutions and Other Persons From Time to
        Time Parties Thereto, as the Lenders, First Union
        National Bank, as the Administrative Agent, Bank of
        America, N.A., as the Syndication Agent, and Wachovia
        Bank, N.A., as the Documentation Agent.*


27.1    Financial Data Schedule - 2000*

27.2    Restated Financial Data Schedule - 1999*


*  Filed herewith





























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