UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 
     For the fiscal year ended December 31, 1996

                                    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
                                    
     Incorporated under the laws                    I.R.S. Employer
          of Virginia                        Identification No. 54-0166880

                           1021 East Cary Street
                              P. O. Box 2350
                       Richmond, Virginia 23218-2350
                      Telephone Number (804) 697-1000

Securities registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange on
   Title of each class                            which registered    

Common Stock, par value $1                    New York Stock Exchange
Preferred Stock Purchase Rights               New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to
this Form 10-K. [X]

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  
 
The aggregate market value on February 11, 1997, of the voting stock held by
non-affiliates of the registrant was $681 million.  In determining this
figure, the registrant has assumed that all of its directors and officers
are affiliates.  This assumption shall not be deemed conclusive for any
other purpose.

23,432,395 shares of the registrant's common stock, par value $1, were
outstanding as of February 11, 1997.

Portions of the registrant's Annual Report to Stockholders for the year ended
December 31, 1996 are incorporated in Parts I, II and IV by reference. 
Portions of the registrant's definitive Proxy Statement for the annual
meeting of stockholders to be held on April 23, 1997, are incorporated in
Part III by reference.










                              PART I



Item 1.  Business

GENERAL

Chesapeake Corporation, a Virginia corporation organized in 1918, is a
packaging and paper company, whose primary businesses consist of the
manufacture and sale of packaging, tissue, and kraft products.  Our
operating businesses include: in the packaging segment -- Chesapeake
Display and Packaging Company, Color-Box, Inc., Chesapeake Europe S.A., and
Chesapeake Packaging Co. (point-of-sale displays, graphic packaging, and
corrugated shipping containers); in the tissue segment -- Wisconsin Tissue
Mills Inc. and Wisconsin Tissue de Mexico, S.A. de C.V.(commercial and
industrial tissue products); in the kraft products segment -- Chesapeake
Paper Products Company and Chesapeake Forest Products Company (kraft
products, building products and woodlands operations); and Delmarva
Properties, Inc. and Stonehouse Inc. (land development).

Chesapeake competes in the large, capital-intensive paper and forest
products industry.  Until the mid 1980s, Chesapeake's products were
primarily kraft commodity products manufactured by Chesapeake Paper
Products.  In commodity markets, selling prices are controlled by total
market supply and demand.  Success in these markets hinges on maximizing
production and minimizing operating costs.  Selling prices and profits for
commodity products are typically cyclical and tend to follow general
economic conditions.

During the past several years, Chesapeake has pursued a strategy of
focusing on specialty products in markets that management believes have
growth potential or in which the Company has or may be able to achieve
competitive advantages.  The Company's strategy for success with its
specialty products is to utilize its recycling expertise creatively, to
differentiate itself from its competition by manufacturing products which
are distinctive and to utilize its superior ability to respond to
customers' requirements.  Management believes this strategy allows the
Company to achieve less cyclical and greater profits than with commodity
products and to better utilize Chesapeake's strengths.  During 1996, sales
of specialty products were more than 70% of Chesapeake's total sales,
compared to 60% in 1995.  Chesapeake expanded internationally for the first
time during 1996, acquiring display and packaging facilities in Canada and
France and tissue converting operations in Mexico.  See "Financial Review
1994-1996" of the Company's 1996 Annual Report to Stockholders (the "1996
Annual Report"), incorporated herein by reference.




                                                            
Because we understand the service needs of our customers, we believe we are
able to provide quality products quickly and efficiently.  Our
decentralized management style allows quick and creative decision making. 
Our operations are designed to be flexible to changing customer demands and
business conditions.

Our manufacturing and converting processes are capital intensive; property,
plant and equipment, including timber and timberlands, comprise
approximately 67% of our total assets.  Our tissue and kraft products
operations require major investments in paper machines, fiber preparation
equipment, and converting equipment.  In 1992, the Company completed an
eight-year $600 million capital spending program for machinery, equipment,
and new technology to increase production of specialty products while
reducing the Company's emphasis on commodity products such as brown
paperboard and bleached hardwood pulp.  About one-half of these
expenditures were for paper machine projects for our tissue and  kraft
products businesses.  Included in the  program was a $100 million project
for a recovery boiler, evaporators, and related equipment for our kraft
products business.  In 1995, we continued to expand our tissue business
with the acquisition of two paper mills. Further expansion of the tissue
business occurred in 1996 as two additional converting operations began
full operations and certain tissue converting assets and distribution
facilities were acquired in Mexico.  Growth in our packaging segment within
the past two years included: new graphic packaging plants in California and
Mississippi; a new custom packing operation in Memphis; and the
acquisitions of point-of-sale and packaging operations in Kentucky, Canada,
and France, and a corrugated container manufacturer in Richmond, VA.  Also,
capital expenditures intended to enhance efficiency, and to improve product
quality and productivity, were made at many of our existing packaging
facilities during 1995 and 1996.

Our businesses are grouped into three major segments:  packaging, tissue
and kraft products.  The information presented in "Notes to Consolidated
Financial Statements, Note 14 - Business Segment Information" of the 1996
Annual Report is incorporated herein by reference.  Information with
respect to the Company's  working capital practices is set forth under the
caption "Financial Review 1994-1996, Liquidity and Capital Structure" of
the 1996 Annual Report and is incorporated herein by reference. 
Information regarding the Company's anticipated capital spending is set
forth under the caption "Financial Review 1994-1996, Capital Expenditures"
of the 1996 Annual Report and is incorporated herein by reference.

PACKAGING

Chesapeake's packaging segment has three marketing thrusts:  point-of-sale
displays, graphic packaging, and corrugated shipping containers.  

We believe that our packaging group is a leader in serving the point-of-sale
display and specialty packaging needs of major national consumer
products companies.  Through a network of regional sales and design
offices, the point-of-sale group, Chesapeake Display and Packaging Company,
provides creative design services to our customers to meet their
promotional and permanent display needs.  Our manufacturing facilities
utilize modern production, assembly and packaging processes to meet our 

customers' stringent quality and shipment demands.  We have four
strategically located point-of-sale display and specialty packaging
manufacturing plants and four custom packing plants which provide service
to customers in the United States and Canada.  Included in these facilities
are the operations of the former Display Division of Dyment Limited, in
Erlanger, KY, and Toronto, Canada, which were acquired in 1996, and a new
custom packing plant in Memphis, TN, which began operations during 1996. 
Also in 1996, Chesapeake purchased the point-of-sale display and packaging
businesses of Sailliard S.A., a leading manufacturer of displays, rigid
boxes, and specialty folding cartons in France, as part of its strategy to
expand its packaging business globally.  The businesses include Sailliard
PLV, specializing in the design and manufacture of permanent and temporary
point-of-sale displays; Coffrets and Plastiphane, specializing in the
design and manufacture of rigid boxes, with a focus on perfume, champagne,
and specialty products customers; Raab Pige and Cecil, specializing in the
design, printing, and manufacture of folding cartons for the luxury goods
and pharmaceutical industries; and Linea, a design firm specializing in the
creative development of packaging and marketing materials for the fine
spirits industry.         

Our Color-Box subsidiary supplies graphic packaging to customers nationwide
that require attractive full litho-laminated retail packaging.  The final
phase of a $13 million expansion project to double the capacity of this
business was completed in 1993.  In January 1994, Chesapeake Packaging
acquired Lawless Holding Corporation, which included Lawless Packaging and
Display, a graphic packaging plant in Buffalo, NY, which is now operated as
the Buffalo division of Color-Box.  A graphic packaging plant in Visalia,
CA, began operation late in the second quarter of 1995, with the second
phase of this plant completed in 1996.  Also in 1996, a fourth graphic
packaging facility, located in Pelahatchie, MS, became operational.

As part of the Company's strategy to focus on specialty products, the
Company reorganized, in 1996, the operations of Chesapeake  Display and
Packaging Company and Color-Box, Inc. under a group identified as Specialty
Packaging and Merchandising Services.  

Twelve corrugated shipping container plants located in seven states
manufacture corrugated boxes and specialty packaging for customers within
each plant's geographic area.  The raw materials for the packaging plants
include paperboard and corrugating medium (purchased both from independent
suppliers and from Chesapeake Paper Products) that are converted to make
the walls of the packaging unit.  Various converting equipment is used to
print, cut, slot and glue the container to customer specifications.  In
September, 1996, substantially all the assets of Triad Packaging  Co.,
Inc., a manufacturer of corrugated containers in Richmond, VA, were
acquired.  The Lawless acquisition in January 1994 included the Lawless
Container Corporation corrugated container plant in North Tonawanda, NY,
and corrugated sheet plants in Scotia, NY; Le Roy, NY; and Madison, OH.


TISSUE

Chesapeake's tissue segment consists of Wisconsin Tissue Mills Inc. and
Wisconsin Tissue de Mexico, S.A. de C.V., which produce tissue for
industrial and commercial markets.  Chesapeake Consumer Products Company, a
converter of tissue products for the consumer market, was also part of this
segment until December 29, 1995, when it was sold to The Fonda Group, Inc.
of St. Albans, VT.

Wisconsin Tissue, acquired in 1985, manufactures napkins, tablecovers,
toweling, placemats, wipers and facial and bathroom tissue for commercial
and industrial markets.  Operations of the tissue segment now include:
paper mills in Menasha, WI; Flagstaff, AZ; and Chicago, IL; converting
facilities in Bellemont, AZ; Greenwich, NY; and Monterey and Puebla,
Mexico; and distribution facilities in Mexico City, Monterey, Puebla and
Guadalajara, Mexico.  The operations in Mexico were acquired late in 1996
from Jokel Desarrollos, S.A. de C.V. and Ambitec, S.A. de C.V., and are
consistent with Chesapeake's strategy to expand in the North American
commercial and industrial tissue market.  The Bellemont and Greenwich
converting operations became fully operational in 1996.  The 1995 addition
of the paper mills in Arizona and Illinois increased primary tissue
production capacity by 90,000 tons per year, or approximately 50%.  Our
2,200 products are found in full-menu and fast-food restaurants, hotels,
motels, clubs, health care facilities, schools and office locations, and on
airlines.

The raw material for the paper manufactured by Wisconsin Tissue is 100%
recovered paper.  Seven paper machines manufacture base tissue stock that
is converted on approximately 135 specialized machines.  The Company
believes that its computerized warehouse inventory and distribution systems
give it an advantage over many of its competitors in product shipping
efficiency and inventory control.  Our tissue products are sold throughout
the United States, Canada, and Mexico using our own sales force or brokers. 
Shipments by Wisconsin Tissue were 305,000 tons in 1996, 235,000 tons in
1995,  and 217,000 tons in 1994. 
                                                  
KRAFT PRODUCTS

Chesapeake's kraft products segment consists of Chesapeake Paper Products
Company, our kraft products operations, and Chesapeake Forest Products
Company, our woodlands and building products operations, both based in West
Point, VA.  Chesapeake Building Products Company, a wholly-owned subsidiary
of Chesapeake Forest Products Company, was formed in 1993.                 

Chesapeake Paper Products manufactures white-top paperboard, kraft
paperboard, kraft paper, corrugating medium, and bleached hardwood pulp at
its mill located in West Point, VA.  Paperboard and corrugating medium, the
outer and inner materials of a corrugated container, are sold to external
and company-owned container and packaging plants.  Kraft paper is sold to
external converters to make bags and wrappings. Bleached hardwood pulp is
sold primarily to non-pulp producing paper manufacturers which manufacture
predominantly printing and writing paper.  Most of our customers are
located in the eastern half of the United States, primarily in the mid-Atlantic
and northeastern states, where we have the advantage of lower
freight costs compared to many of our competitors.  We also sell to
international customers, primarily in Europe, Asia and Canada.  Our sales
force markets these products to integrated and independent converters and
manufacturers. 

During 1995, Chesapeake Paper Products completed the rebuild of the No.2
paper machine at the West Point, VA, mill.  While lost production
associated with the rebuild reduced shipments in 1995 and early in 1996,
the project increased the mill's capacity by 70,000 tons per year while
permitting a more profitable product mix.  Total shipments from the West
Point mill were 831,000 tons in 1996, 769,000 tons in 1995, and 850,000
tons in 1994.

In 1996, approximately 69% of the raw material for products manufactured by
our kraft products mill was virgin wood fiber, with the remainder being
recycled fiber recovered through our recycling system, which has the
capacity to use 360,000 tons of recycled fiber annually.  About 65% of the
virgin wood fiber used in 1996 was purchased from wood producers or
independent timberland owners and the rest was from company-owned
timberlands.  In addition to our three paper machines and a market pulp
machine, the West Point facility includes wood storage, wood pulping, paper
recycling and steam and power generation equipment.  

In recent years much emphasis has been placed on training, problem-solving
and employee involvement in all phases of the mill's operation.  These
factors, as well as the installation of new equipment, have enabled the
mill to improve product quality and reduce reject levels.  A mill
optimization program is also in place, which is intended to improve
efficiency in the manufacturing process.

Chesapeake Forest Products Company, Woodlands Division

Chesapeake Forest Products, Woodlands Division, owns and actively manages
approximately 326,000 acres of timberland located in Virginia, Maryland and
Delaware.  The primary objective of our woodlands operation is to provide
an adequate supply of wood at a competitive cost to the kraft products mill
located at West Point, VA.  Wood for our mill is provided from our company-owned
lands and from independent landowners.  Our foresters use environmentally
sound, modern forestry methods intended to ensure a long-term, low-cost fiber
supply.  Our genetically superior pine seedlings, which are used in our
reforestation program on company-owned land and made available to private
landowners, grow quicker and provide higher quality, more uniform fibers at
the time of harvest than traditional seedlings.  We are actively utilizing
natural reforestation techniques to generate new hardwood timber stands on
company-owned and privately held land. For more than 25 years, Chesapeake has
participated in research programs that have improved the quality, disease
resistance and growth rate of our planted trees. In addition, in 1995
Chesapeake Forest Products Company pledged to comply with new American Forest
and Paper Association guidelines of conduct that will govern the way we grow
and nurture our forests, known as the "Sustainable Forestry Initiative". 

Chesapeake Building Products Company

Chesapeake Building Products operates four sawmills in Virginia and
Maryland, manufacturing pine and hardwood lumber.  The raw materials are
provided both from company-owned timberlands and from other landowners. 
Our sawmill products are sold by our own sales force to independent users.

OTHER BUSINESSES

Delmarva Properties, Inc. and Stonehouse Inc.

Delmarva Properties develops and markets land that has potential for value
greater than timberland.  Nearly all of Delmarva Properties' present land
inventory of approximately 6,000 acres was formerly timberland owned by
Chesapeake Forest Products.  Delmarva Properties develops land in Virginia,
Maryland and Delaware primarily for residential housing.  Sales also
include large lots and acreage for others to develop for both residential
and commercial uses. A major project involves the development of a mixed-use
site next to a  horse racing track under construction in New Kent, VA.

Stonehouse Inc. is managing the planning for development of a new 7,400
acre planned community near Williamsburg, VA.  Stonehouse Inc.'s joint
venture with Dominion Capital, Inc. provides a partnership for development
of the first residential phase of the planned community in which lots will
be marketed in 1997.  Most of Stonehouse's land was formerly timberland
owned by Chesapeake Forest Products.

RAW MATERIALS

Most of the Company's raw materials are readily available at competitive
prices.  Prices of recycled fiber, a major raw material, reached historic
highs in 1994 and early 1995, but moderated by year-end 1995.  Prices
remained at a moderate level in 1996.  See "Financial Review 1994-1996" of
the 1996 Annual Report, incorporated herein by reference.

ENVIRONMENTAL

The information presented under the caption "Financial Review 1994-1996,
Environmental" of the 1996 Annual Report is incorporated herein by
reference.

EMPLOYEES

As of December 31, 1996, the Company had 6,914 employees.  The Company
believes that its relations with its employees are good.  In 1992,
Wisconsin Tissue and Chesapeake Paper Products entered into five-year
collective bargaining agreements with the unions representing employees at
the mills in Menasha, WI, and West Point, VA.  During 1994, a five-year
labor contract extension was negotiated with the union representing
employees at Chesapeake Paper Products mill in West Point, VA.  The Company
expects to negotiate a new collective bargaining agreement with the union
representing employees at Wisconsin Tissue's mill in Menasha, WI, to
replace the agreement that expires this year.  During 1994 and 1995,
Chesapeake Paper Products Company and Chesapeake Forest Products Company
implemented enhanced retirement programs affecting both hourly and salaried
employees at these operations. See "Financial Review 1994-1996" of the 1996
Annual Report incorporated herein by reference.

COMPETITION AND SEASONALITY

With its diversity of products, Chesapeake has many customers buying
different products and is not dependent on any single customer, or group of
customers, in any market segment. Longstanding relationships exist with
many of our customers who place orders on a continuing basis.  Because of
the nature of our business, order backlog is not large.  The third and
fourth quarters of each year are usually the highest in sales and earnings. 
Our major businesses generally experience peak activity during the months
of August through October.

Competition is intense in all business segments from much larger companies
and from local and regional producers and converters.  The Company believes
that competitive factors in our industry preclude a meaningful estimate of
the number of competitors and, except as noted, the Company's relative
competitive position.  The Company does not have any appreciable market
share in commodity products, such as bleached hardwood pulp and brown
paperboard.  For this reason, the Company has de-emphasized these products
to pursue specialty products that we believe have less pricing volatility,
resulting in increased profitability over the course of a full business 





cycle.  We believe that, with our strengths of customer service and
competitive products, we are well positioned to compete in these
specialized markets.

RESEARCH AND DEVELOPMENT                          
                 
In addition to forestry research programs, the Company conducts limited
continuing technical research and development projects relating to new
products and improvements of existing products and processes.  Expenditures
for research and development activities are not material.      

Item 2.  Properties

At year-end 1996, Chesapeake manufactured or converted paper and wood
products at multiple facilities in 16 states, Canada, Mexico and France. 
The information presented under "Operating Managers and Locations" in the
1996 Annual Report is incorporated herein by reference.  The Company owns
most of its production facilities, which are well maintained and in good
operating condition, and are utilized at practical capacities that vary in
accordance with product mixes, market conditions and machine
configurations.  

Item 3.  Legal Proceedings

The information presented in "Notes to Consolidated Financial Statements, 
Note 10 - Litigation" of the 1996 Annual Report is incorporated herein by
reference.
                        
Item 4.  Submission of Matters to a Vote of Security Holders

None<PAGE>


Executive Officers of the Registrant

The name and age of each executive officer of the Company  as of February
11, 1997, together with a brief description of the principal occupation or
employment of each such person during the past five years, is set forth
below.  Executive officers serve at the pleasure of the board of directors
and are elected at each annual organizational meeting of the board of
directors.

J. Carter Fox (57)
  Chairman since 1994
  Chief Executive Officer since 1980
  President 1980-1995, 1996
Thomas Blackburn (45)
  Group Vice President-Kraft, Packaging & Organizational          
Development since 1996
  President, Chesapeake Paper Products Company since 1991
  President, Chesapeake Forest Products Company  1991-1996
  Group Vice President-Kraft Products 1991-1996
Andrew J. Kohut (38)
  Group Vice President-Specialty Packaging & Merchandising Services
    since 1996
  Group Vice President-Finance & Strategic Development 1995-1996
  Chief Financial Officer 1991-1996
  Vice President-Finance 1991-1995 
William A. Raaths (50)
  Group Vice President-Tissue Products since 1995
  President-Wisconsin Tissue Mills Inc. since 1995
  Executive Vice President- Wisconsin Tissue Mills Inc. 1994-1995 
  President, Chesapeake Consumer Products Company 1989-1994
William T. Tolley (39)
  Group Vice President-Finance & Chief Financial Officer since 1996
  Vice President, Finance & Chief Financial Officer, Carrier            
Corporation, North American Operations, a division of United           
Technologies 1995-1996
  Vice President & Chief Financial Officer, Carrier Transicold, a           
 division of United Technologies 1991-1995
J. P. Causey Jr. (53)
  Senior Vice President, Secretary & General Counsel since 1995
  Vice President, Secretary & General Counsel  1986-1995
Thomas A. Smith (50)
  Vice President-Human Resources & Assistant Secretary since 1987

















                                  PART II



Item 5.  Market for Registrant's Common Equity and Related Stockholder
         Matters                        

The dividend and stock price information presented under the caption
"Recent Quarterly Results" of the 1996 Annual Report is incorporated herein
by reference.  The Company's common stock is listed on the New York Stock
Exchange under the symbol "CSK".  As of February 26, 1997, there were 7,179
stockholders of record of the Company's common stock.


Item 6.  Selected Financial Data

The information for the years 1992-1996 presented under the caption
"Eleven-Year Comparative Record" of the 1996 Annual Report is incorporated
herein by reference.


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operation

The information presented under the caption "Financial Review 1994-1996" of
the 1996 Annual Report is incorporated herein by reference.


Item 8.  Financial Statements and Supplementary Data

The consolidated financial statements of the Company and its subsidiaries,
including the notes thereto, and the information presented under the
caption "Recent Quarterly Results" of the 1996 Annual Report are
incorporated herein by reference.

The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share."  This
standard, which is effective for financial statements issued for periods
ending after December 15, 1997, simplifies the computation of earnings per
share ("EPS") by replacing the presentation of primary EPS with a
presentation of basic EPS.  This standard requires dual presentation of
basic and diluted EPS by entities with complex capital structures.  Basic
EPS includes no dilution, while diluted EPS reflects potential dilution of
securities that could share in the earnings of an entity.  The Company does
not expect the impact of this standard to be material to its financial
statements or earnings. 


Item 9.  Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure

None





                                 PART III



Item 10. Directors and Executive Officers of the Registrant

The information presented under the captions "Information Concerning
Nominees" and "Directors Continuing in Office" of the Company's definitive
Proxy Statement for the Annual Meeting of Stockholders to be held April 23,
1997 (the "1997 Proxy Statement") is incorporated herein by reference.


Item 11.  Executive Compensation      
         
The information presented under the captions "Compensation of Directors"
and "Executive Compensation" of the 1997 Proxy Statement (excluding,
however, the information presented under the subheadings "Compensation
Committee Report on Executive Compensation" and "Performance Graph") is
incorporated herein by reference.                                           
             

Item 12. Security Ownership of Certain Beneficial Owners and                
          Management 

The information presented under the caption "Security Ownership of Certain
Beneficial Owners and Management" of the 1997 Proxy Statement is
incorporated herein by reference.


Item 13.  Certain Relationships and Related Transactions

The information presented under the caption "Certain Transactions" of the
1997 Proxy Statement is incorporated herein by reference.                   
         

<PAGE>





                                  PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K   
 
a. Documents
    
  (i)Financial Statements 
  
The consolidated balance sheet of Chesapeake Corporation and subsidiaries
as of December 31, 1996 and 1995, and the related consolidated statements
of income and retained earnings and cash flows for each of the three years
in the period ended December 31, 1996, including the notes thereto, are
presented in the Company's 1996 Annual Report and are incorporated herein
by reference. The "Report of Independent Accountants" as presented in the
Company's 1996 Annual Report is incorporated herein by reference.  With the
exception of the aforementioned information, and the information
incorporated by reference in numbered Items 1, 2, 3, 5, 6, 7 and 8, no
other data appearing in the 1996 Annual Report is deemed to be "filed" as
part of this Form 10-K.                      

   (ii)        Financial Statement Schedules
               
No schedules are filed as part of this report because they are not
applicable or are not required. 
 
   (iii)       Exhibits filed or incorporated by reference
          
The exhibits that are required to be filed or incorporated by reference
herein are listed in the Exhibit Index found on pages 14-15 hereof. 
Exhibits 10.1-10.11 hereto constitute management contracts or compensatory
plans or arrangements required to be filed as exhibits hereto. 

b. Reports on Form 8-K

None        





















                               SIGNATURES
                                    
Pursuant to the requirements of Section 13 or 15(d) 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)        
 
February 11, 1997                       By /s/ CHRISTOPHER R BURGESS 
                                           Christopher R. Burgess
                                           Controller
  
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.

                                                           
By                                      By /s/ WALLACE STETTINIUS   
        M. Katherine Dwyer                 Wallace Stettinius
   Director                                Director

By /s/ J. CARTER FOX                    By /s/ JOHN HOYT STOOKEY     
        J. Carter Fox                      John Hoyt Stookey
        Chairman of the Board              Director 
        of Directors; President &
        Chief Executive Officer

By /s/ ROBERT L. HINTZ             By /s/ RICHARD G. TILGHMAN              
   Robert L. Hintz                    Richard G. Tilghman  
   Director                           Director

By /s/ WILLIAM D. McCOY            By /s/ JOSEPH P. VIVIANO                
   William D. McCoy                   Joseph P. Viviano
   Director                           Director                        
By                                 By /s/ HARRY H. WARNER      
   C. Elis Olsson                     Harry H. Warner
   Director                           Director                       
By /s/ JOHN W. ROSENBLUM           By /s/ WILLIAM T. TOLLEY       
   John W. Rosenblum                  William T. Tolley
   Director                                Chief Financial Officer

By /s/ FRANK S. ROYAL                By /s/ CHRISTOPHER R. BURGESS              
   Frank S. Royal                            Christopher R. Burgess
        Director                             Controller                    
                                                                 

Each of the above signatures is affixed as of February 11, 1997. <PAGE>

                               EXHIBIT INDEX
                                                                   
            
3.1   Articles of Incorporation (filed as Exhibit 3.1 to the Registrant's
      Annual Report on Form 10-K for the year ended December 31, 1989 and
      incorporated herein by reference)

3.2   Amended and Restated Bylaws

4.1   Indenture, dated as of July 15, 1985, between the Registrant and
      Sovran Bank, N.A., as Trustee (filed as Exhibit 4.1 to Form S-3
      Registration Statement No. 33-30900 and incorporated herein by
      reference)

4.2   First Supplemental Indenture, dated as of September 1, 1989, to the
      Indenture dated as of July 15, 1985, between the Registrant and
      Sovran Bank, N.A., as Trustee (filed as Exhibit 4.1 to the
      Registrant's Current Report on Form 8-K filed October 9, 1990, and
      incorporated herein by reference)

4.3   Rights Agreement, dated as of March 15, 1988, between the Registrant
      and Crestar Bank (filed as Exhibit 4.1 to the Registrant's Current
      Report on Form 8-K dated March 15, 1988, and incorporated herein by
      reference)

4.4   Rights Agreement Amendment, dated as of August 24, 1992, between the
      Registrant and Harris Trust and Savings Bank, as successor rights
      agent (filed as Exhibit 4.4 to the Registrant's Registration
      Statement on Form S-8, File No. 33-56473, and incorporated herein by
      reference)
    
The registrant agrees to furnish to the Securities and Exchange Commission,
upon request, copies of those  agreements defining the rights of holders of
long-term debt of the registrant and its subsidiaries that are not filed
herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K.

10.1  1987 Stock Option Plan (filed as Exhibit A to the Registrant's
      definitive Proxy Statement for the Annual Meeting of Stockholders
      held April 22, 1987 and incorporated herein by reference)

10.2  Directors' Deferred Compensation Plan (filed as Exhibit VII to the
      Registrant's Annual Report on Form 10-K for the year ended December
      28, 1980 and incorporated herein by reference)

10.3  Non-Employee Director Stock Option Plan (filed as Exhibit 4.1 to
      Form S-8 Registration Statement No. 33-53478 and incorporated herein
            by reference)<PAGE>



                                     

10.4  Executive Supplemental Retirement Plan (filed as Exhibit VI to the
      Registrant's Annual Report on Form 10-K for the year ended December
      28, 1980 and incorporated herein by reference) 
                            
10.5  Retirement Plan for Outside Directors (filed as Exhibit 10.9 to the
      Registrant's Annual Report on Form 10-K for the year ended December
      31, 1987 and incorporated herein by reference)

10.7  Chesapeake Corporation Salaried Employees' Benefits Continuation
      Plan (filed as Exhibit 10.8 to the   Registrant's Annual Report on
      Form 10-K for the year ended December 31, 1989 and incorporated
      herein by reference)

10.8  Chesapeake Corporation Long-Term Incentive Plan (filed as Exhibit
      10.9 to the Registrant's Annual Report on Form 10-K for the year
      ended December 31, 1989 and incorporated herein by reference)

10.9  Chesapeake Corporation 1993 Incentive Plan (filed as Exhibit 4.1 to
      Form S-8 Registration Statement No. 33-67384 and incorporated herein
      by reference)

10.10  Chesapeake Corporation Directors' Stock Option and Deferred
       Compensation Plan.  

10.11  Chesapeake Corporation 401(k) Restoration Plan

11.1  Computation of Net Income Per Share of Common Stock

13.1  Portions of the Chesapeake Corporation Annual Report to Stockholders
      for the year ended December 31, 1996 

21.1  Subsidiaries

23.1  Consent of Coopers & Lybrand L.L.P.

27.1  Financial Data Schedule

99.1  Form 11-K Annual Report, Hourly Employees' Stock Purchase Plan for
      the plan fiscal year ended November 30, 1996.