3

         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, 1999

                                    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 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

   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  this  Form
10-K or any amendment to this Form 10-K. [ ]

   The  aggregate market value on March 1, 2000, of the voting  stock  held
by  non-affiliates of the registrant was $373 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.

   17,509,043 shares of the registrant's common stock, par value  $1,  were
outstanding as of March 1, 2000.

   Portions of the registrant's Annual Report to Stockholders for the  year
ended  December  31,  1999, 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  26,  2000,  are
incorporated in Part III by reference.
                             PART I
Item 1.  Business

GENERAL

     Chesapeake Corporation (the "Company" or "Chesapeake"), is a
Virginia  corporation which was organized in 1918.  During  1999,
the  Company  conducted its business in four  industry  segments:
Merchandising   and   Specialty  Packaging;  European   Specialty
Packaging;  Tissue;  and  Forest Products/Land  Development.  The
principal  business units included in each industry  segment  for
all  or  a  portion  of  1999,  and  their  respective  principal
products,  were  as  follows:  the  Merchandising  and  Specialty
Packaging  segment  -- Chesapeake Display and Packaging  Company,
Chesapeake  Europe S.A., and Chesapeake Packaging Co.  (point-of-
sale   displays,  graphic  packaging,  and  corrugated   shipping
containers);  the European Specialty Packaging  segment  -  Field
Group plc (cartons, containers, printed leaflets and labels); the
Tissue  segment  --  Wisconsin Tissue Mills  Inc.  and  Wisconsin
Tissue  de Mexico, S.A. de C.V.(commercial and industrial  tissue
products);  and the Forest Products/Land Development  segment  --
Chesapeake  Forest  Products  Company  and  Chesapeake   Building
Products Company (woodlands operations and building products) and
Delmarva Properties, Inc. and Stonehouse Inc. (land development).
The  operations  of these segments and the impact of  acquisition
and divestiture activity are described below.

     During  the past five years, Chesapeake has made significant
progress  in implementing its strategy of shifting from  a  U.S.-
based paper and forest products manufacturer to a global supplier
of   specialty   packaging  and  merchandising  services.    This
strategic  shift  has  resulted in  substantial  changes  in  the
Company's    business   portfolio   through   acquisitions    and
divestitures  of  businesses  and  restructuring  of  operations.
Management  believes  this strategy will  allow  the  Company  to
achieve   greater   profits  and  better   utilize   Chesapeake's
strengths. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of the Company's 1999 Annual
Report  to  Stockholders (the "1999 Annual Report")  incorporated
herein by reference.

     Information   with   respect  to   business   segments   and
international sales and long-lived assets is presented in  "Notes
to  Consolidated Financial Statements, Note 15 - Business Segment
Information" of the 1999 Annual Report and is incorporated herein
by  reference. Information with respect to the Company's  working
capital  practices  is set forth under the caption  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations - Liquidity and Capital Resources" of the 1999  Annual
Report  and  is  incorporated herein by  reference.   Information
regarding the Company's anticipated capital spending is set forth
under  the  caption  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations - 2000 Outlook"  of
the 1999 Annual Report and is incorporated herein by reference.



                                2

RECENT COMPANY HISTORY

     To implement the strategy of repositioning the Company to be
a  global supplier of specialty packaging products while reducing
its   capital   intensity   and   cyclicality,   Chesapeake   has
reconfigured  its  business portfolio as follows  (see  Notes  to
Consolidated  Financial  Statements,  Note  2  "Acquisitions  and
Divestitures" and Note 3 "Restructuring/Special Charges"  of  the
1999 Annual Report, incorporated herein by reference):

     Chesapeake  expanded  internationally  for  the  first  time
during 1996, acquiring display and packaging facilities in Canada
and  France  as well as tissue converting operations  in  Mexico.
Included in these acquisitions were the operations of the  former
Display Division of Dyment Limited, with locations in Canada  and
the United States.  In 1996, Chesapeake also purchased the point-
of-sale  display  and packaging businesses of Sailliard  S.A.,  a
French manufacturer.  The businesses acquired from Sailliard S.A.
were  reported  in  the  Merchandising  and  Specialty  Packaging
segment  and included operations specializing in the  design  and
manufacture  of  permanent and temporary point-of-sale  displays;
the  design  and  manufacture of rigid boxes,  with  a  focus  on
perfume,  champagne, and specialty products  customers;  and  the
design,  printing,  and manufacture of folding  cartons  for  the
luxury goods and pharmaceutical industries.

     Further expansion in 1995 and 1996 in the Merchandising  and
Specialty  Packaging  segment  included:  new  graphic  packaging
plants   in  California  and  Mississippi;  new  custom   packing
operations  in  Tennessee,  Pennsylvania,  and  Ohio;   and   the
acquisition   of  point-of-sale  and  packaging   operations   in
Kentucky.  Capital  expenditures intended to enhance  efficiency,
and  to  improve product quality and productivity, were  made  at
several existing packaging facilities during the same period.

     On  May 23, 1997, Chesapeake sold its West Point, VA,  kraft
products  mill,  four  corrugated  container  plants,  and  other
related  assets  to St. Laurent Paperboard (U.S.)  Inc  for  cash
proceeds  of approximately $491 million.  This sale was  a  major
step  forward in Chesapeake's strategy of focusing on its faster-
growing  operations  while  reducing the  capital  intensity  and
cyclicality of the Company's mix of businesses.

      In February 1998, the Company acquired substantially all of
the  assets,  and assumed certain liabilities, of Rock  City  Box
Co.,  Inc., in Utica, NY.  This operation manufactures corrugated
containers,  trays,  and  pallets,  as  well  as  wood  and  foam
packaging products. In November 1998, the Company acquired all of
the outstanding capital stock of Capitol Packaging Corporation, a
specialty packaging company in Denver, CO.

     In  March  1999,  the  Company  expanded  its  international
packaging  business through the acquisition of  Field  Group  plc
("Field  Group"),  a  European specialty packaging  company.  The
acquisition was effected through a tender offer by Chesapeake  UK
Acquisitions plc, a wholly-owned subsidiary of Chesapeake, for


                                3

all  of the outstanding capital shares of Field Group  at  a
purchase  price of (pound) 3.60 per share, or approximately  $373
million.  Field  Group  operates  20  facilities  in  the  United
Kingdom,  Ireland, the Netherlands, Belgium, France,  and  Spain.
During 1999, Field Group acquired Berry's (Holding) Limited,  one
of Ireland's largest suppliers of printed pharmaceutical leaflets
and self-adhesive labels, and formed a joint venture with one  of
Spain's leading printing groups.

      In  October 1999, the Company completed the acquisition  of
Consumer   Promotions  International  Incorporated   ("CPI"),   a
designer  and  manufacturer of permanent point-of-sale  displays.
CPI,  based  in  Mount Vernon, New York, has  operations  in  the
United States, the United Kingdom and France.

     On  October  3, 1999, Wisconsin Tissue Mills Inc.  completed
the formation of a joint venture with Georgia-Pacific Corporation
("G-P")  through  which the companies combined  their  commercial
tissue  businesses.   Wisconsin  Tissue  Mills  Inc.  contributed
substantially all of the assets and liabilities of the  Company's
tissue  business  to the joint venture, known as  Georgia-Pacific
Tissue,  LLC  (the "Tissue JV"), and received a 5 percent  equity
interest in the Tissue JV and a tax-deferred cash distribution of
approximately  $755 million.  The Company's continuing  ownership
interest  in this business is limited to its remaining 5  percent
equity investment in the Tissue JV.

     In  the  third quarter of 1999 the Company sold its Building
Products business, approximately 278,000 acres of timberland  and
Stonehouse  Inc.'s  investment in a joint venture  with  Dominion
Capital,  Inc.  for combined cash proceeds of approximately  $185
million.

     To  solidify  the  Company's position as  a  leading  global
manufacturer  of  specialty packaging products, on  February  24,
2000,  Chesapeake completed the acquisition of substantially  all
of   the   outstanding  shares  of  Boxmore   International   PLC
("Boxmore"),  a  leading  European specialty  packaging  company,
headquartered  in  Belfast,  Northern  Ireland.   Boxmore  is   a
manufacturer  of  specialty folding carton and plastic  packaging
products  for  pharmaceutical and healthcare, food and  beverage,
and  agrochemical businesses. Additionally, on February 18, 2000,
the  Company completed the formation of a joint venture with G-P,
in which the two companies combined their litho-laminated graphic
packaging   businesses.  See  "Notes  to  Consolidated  Financial
Statements,  Note  14 - Subsequent Events"  of  the  1999  Annual
Report, incorporated herein by reference.

       During   the  past  three  years,  the  Company   recorded
restructuring and other special charges principally  relating  to
plant  closures, management reorganizations and review  of  asset
valuations. See Notes to Consolidated Financial Statements,  Note
13  "Commitments  and Other Matters" of the 1999  Annual  Report,
incorporated herein by reference.

                                4

MERCHANDISING AND SPECIALTY PACKAGING SEGMENT

      Chesapeake's Merchandising and Specialty Packaging  segment
is composed of Chesapeake Display and Packaging Company ("CD&P"),
which  designs and manufactures temporary and permanent point-of-
sale displays and graphic packaging in the United States, Canada,
and  Europe, and Chesapeake Packaging Co. ("CP"), which  produces
corrugated  shipping containers in the United  States.  Specialty
Packaging  products  are  sold using  a  dedicated  sales  force.
Specialty  Packaging operations use various converting  equipment
to  print, cut, slot, and glue packaging, displays, or containers
to  customer  specifications. The primary raw materials  for  the
packaging plants include linerboard and corrugating medium, which
are converted to make the walls of the packaging unit.

Chesapeake Display and Packaging

      CD&P  designs, manufactures, and, in certain cases,  packs,
distributes and services display and promotional units  that  are
used   as   marketing  tools  in  supermarkets,   video   stores,
convenience  stores,  and other retail locations.   Point-of-sale
displays  are free-standing and highlight or advertise a specific
product  or  set  of products for customers.  Most  point-of-sale
displays are temporary and are used to support a specific product
advertisement.  Design  creativity, strength,  and  high  quality
printing are critical performance features.

     CD&P  operates a network of design, manufacturing, assembly,
packaging,  and  distribution facilities  throughout  the  United
States, Canada and Europe, and provides its customers with a wide
range  of products and services, including graphic and structural
design,  in-house  manufacturing, project  management,  assembly,
custom packing, distribution and in-store service.

     CD&P  also  designs  and manufactures  light-weight  graphic
packaging  that is used by consumer products companies  to  pack,
store,  stack,  and display retail products.  This  is  a  litho-
laminated,  printed, corrugated product, which  is  preferred  by
mass merchandisers because of its superior graphic appearance and
stacking  strength. As with point-of-sale displays,  CD&P  offers
turn-key  service to its graphic packaging customers by providing
CAD-CAM mechanical design, digital art board, graphic design, die
making,  product  testing,  and  full  customer  support.    CD&P
operates three dedicated graphic packaging facilities in Visalia,
CA,  Richmond,  IN,  and Pelahatchie, MS,  that  are  capable  of
servicing  national accounts.  In February 2000, these operations
were  contributed  to a joint venture with  G-P.  See  "Notes  to
Consolidated  Financial Statements, Note 14 - Subsequent  Events"
of the 1999 Annual Report, incorporated herein by reference.

     Chesapeake Europe produces point-of-sale displays, rigid and
luxury  boxes, and specialty folding cartons in seven  facilities
in  France, primarily for consumer and luxury goods producers  in
France.


                                5
Chesapeake Packaging

     CP  consists  of  ten corrugated shipping  container  plants
located  in seven states, which manufacture corrugated boxes  and
specialty  packaging primarily for customers within each  plant's
regional area.

EUROPEAN SPECIALTY PACKAGING SEGMENT

     Chesapeake's  European Specialty Packaging segment  consists
of  Field  Group,  which is headquartered in the United  Kingdom.
Field  Group specializes in the design and production of cartons,
containers, printed leaflets and labels. Field Group  is  focused
on   three   end-use  sectors:  Pharmaceuticals  and  Healthcare;
International and Branded Products; and Food and Household.

     Field  Group  operates 20 facilities in the United  Kingdom,
Ireland,  the  Netherlands,  Belgium,  France  and  Spain.  Field
Group's  Pharmaceutical  and  Healthcare  division  offers   pan-
European  integrated manufacturing and distribution  of  cartons,
labels  and  leaflets,  and  provides  this  market  sector  with
rigorous product security. Its International and Branded Products
division  produces  packaging  and  labels  primarily   for   the
beverage,  tobacco  and  confectionery  markets.  Its  Food   and
Household division produces packaging for multinational  consumer
products  companies.  Field  Group's  products  are  sold  by  an
internal  dedicated  sales force. Products of the  Pharmaceutical
and   Healthcare  division  are  distributed  throughout  Europe.
Products  of the International and Branded Products and the  Food
and  Household  divisions are distributed  primarily  within  the
respective countries in which the products are manufactured.

     To   continue  to  expand  its  global  specialty  packaging
presence,   on  February  24,  2000,  Chesapeake  completed   the
acquisition  of  substantially all of the outstanding  shares  of
Boxmore,  a  leading European manufacturer of  specialty  folding
carton  and  plastic  packaging products for  pharmaceutical  and
healthcare, food and beverage, and agrochemical businesses.

     The  Company believes that the combined operations of  Field
Group  and  Boxmore  establish Chesapeake as a  leading  European
supplier for the pharmaceutical and healthcare industries.   With
a  pan-European presence, the Company has a local supply base  to
service targeted national and multinational companies.

TISSUE SEGMENT

    Chesapeake's  Tissue  segment, which consisted  of  Wisconsin
Tissue  Mills Inc. and Wisconsin Tissue de Mexico, S.A.  de  C.V.
(collectively, "Wisconsin Tissue" or "WT"), produced  tissue  for
industrial and commercial markets, including full-menu and  fast-
food  restaurants, hotels, motels, clubs, health care facilities,
schools, office locations, and commercial airlines.



                                6
    Operations  of  the Tissue segment included: paper  mills  in
Menasha,  WI, Flagstaff, AZ, and Chicago, IL; and converting  and
distribution facilities in Neenah, WI, Bellemont, AZ,  Greenwich,
NY,  and Toluca, Mexico.  The combined operations sold over 2,200
products,  including  napkins, tablecovers, toweling,  placemats,
wipers,  and  facial  and  bathroom tissue.   Wisconsin  Tissue's
products  were  sold  throughout the United States,  Canada,  and
Mexico   using   a   dedicated  sales   force   and   independent
distributors.

    The  raw  material  for the paper manufactured  by  Wisconsin
Tissue  was  100%  recovered paper.  Tissue  operations  required
major investments in paper machines, fiber preparation equipment,
and   converting  equipment.   Wisconsin  Tissue's  seven   paper
machines  manufactured various weights and grades of tissue  that
were   converted  on  approximately  150  specialized   machines.
Shipments of converted products by Wisconsin Tissue were  229,000
tons  in  1999 (prior to the formation of the Tissue JV), 299,000
tons in 1998, and 268,000 tons in 1997.

      On  October 3, 1999, WT completed the formation of a  joint
venture  with  G-P  through  which the companies  combined  their
commercial  tissue businesses.  WT contributed substantially  all
of the assets and liabilities of the Company's tissue business to
the  Tissue  JV and received a 5 percent equity interest  in  the
Tissue  JV  and a tax-deferred cash distribution of approximately
$755 million. The Company's continuing ownership interest in this
business  is limited to its remaining 5 percent equity investment
in the Tissue JV.

FOREST PRODUCTS/LAND DEVELOPMENT SEGMENT

     Chesapeake's   Forest   Products/Land  Development   segment
consisted  of  Chesapeake  Forest  Products  Company,  Chesapeake
Building   Products  Company,  Delmarva  Properties,   Inc.   and
Stonehouse  Inc.  After the sales of approximately 278,000  acres
of  timberland,  the  Building Products  Company  and  Stonehouse
Inc.'s investment in a joint venture, the retained business  owns
and  markets approximately 45,000 acres of land in various stages
of  development that the Company believes is more  valuable  when
used  as  developed  property than as timberland.  Sales  include
large  lots  and  acreage for third parties to develop  for  both
residential and commercial uses.

RISKS AND UNCERTAINITIES

      The  information presented under the caption  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations - Risk Management" and Notes to Consolidated Financial
Statements,    Note   7   "Financial   Instruments    and    Risk
Concentrations" of the 1999 Annual Report is incorporated  herein
by reference.





                                7

RAW MATERIALS

     Most of the Company's raw materials are readily available at
competitive  market  prices. The primary raw  materials  for  the
Merchandising and  Specialty Packaging segment and  the  European
Specialty   Packaging  segment  are  boxboard,   linerboard   and
corrugating medium, which are converted to make the walls of  the
packaging unit.  The raw materials for the packaging segments are
purchased  from  various  suppliers at market  prices.   The  raw
material  for  the paper manufactured by the Tissue  segment  was
100%  recovered  paper  purchased from  independent  dealers  and
brokers on the open market.

ENVIRONMENTAL

      Chesapeake  has  a  strong  commitment  to  protecting  the
environment.  The Company has an environmental audit  program  to
monitor compliance with environmental laws and regulations.  Each
expansion  project  has  been planned to comply  with  applicable
environmental regulations and to enhance environmental protection
at  existing  facilities. Compliance with existing  environmental
regulations is not expected to have a material adverse effect  on
the  Company's financial condition or results of operations.  See
also  "Notes  to  Consolidated Financial Statements,  Note  13  -
Commitments and Contingencies - Legal and Environmental  Matters"
of the 1999 Annual Report, incorporated herein by reference.

      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 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
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

                                8
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.  Under an interim agreement with  the
State  of Wisconsin, the PRPs provided funds for an interim phase
of  resource damage assessment and restoration work in  1998  and
1999.   WT's  obligation under the agreement was not material  to
the Company's financial condition or results of operations.

      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
the  Company  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.  The Company submitted timely comments on  the
draft RI/FS 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.

                                9
      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,  the  Company
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,  the
Company  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.

     The Company 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.  The Company  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 Tissue  JV,
the Company has retained liability for, and the third party


                               10
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, the Company 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
will  indemnify St. Laurent against any violations of  applicable
environmental laws (including the CAA) that existed at  the  West
Point Mill as of the date of the Purchase Agreement and as of the
May 1997 closing date (and any other such violations that existed
prior  to  such dates 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  capped
at  $50  million and, in certain circumstances, is subject  to  a
$2.0  million  deductible.   The Company  and  St.  Laurent  have
jointly  responded  to  and  are defending  against  the  matters
alleged  in  the NOVs.  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 defend against the  alleged
violations vigorously.  The Company and St. Laurent are

                               11
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.


EMPLOYEES

     As of December 31, 1999, the Company had 6,616 employees.
The Company believes that its relations with its employees are
good.

COMPETITION

     Competition  is intense in the Merchandising  and  Specialty
Packaging and the European Specialty Packaging segments from both
large  companies  and  from  local  and  regional  producers  and
converters.   The  Company  competes  by  differentiating  itself
through product design and exceptional customer service.  In  the
Merchandising  and  Specialty  Packaging  segment,  the   Company
believes,  based on sales, that its CD&P business  is  a  leading
provider  of  temporary and permanent displays and  merchandising
services, competing primarily with the Alliance division of Rock-
Tenn Company and the Phoenix division of International Paper  Co.
The  Company's  CP  operations compete with  a  large  number  of
national, regional and local producers. The Company believes that
its  European Specialty Packaging segment has a leading  position
in  Europe, competing primarily with Van Genechten, Mayr-Melnhof,
Lawson Mardon, and other regional and local producers. Chesapeake
has  many customers who buy its products and is not dependent  on
any  single  customer,  or  group of customers,  in  any  of  its
business  segments. Longstanding relationships  exist  with  many
customers who place orders on a continuing basis.  Because of the
nature of Chesapeake's businesses, order backlogs are not large.

SEASONALITY

     Due  to  the  significant  shift in the  Company's  business
portfolio to focus on specialty packaging products, the Company's
sales  and  earnings  have  become  increasingly  seasonal.   The
specialty  packaging based businesses generally  experience  peak
operational   activity  during  the  months  of  August   through
November.   As  a result, approximately 70 to 85 percent  of  the
Company's  annual sales and earnings are expected to be generated
in   the   third  and  fourth  quarters  of  each  year   divided
approximately evenly between such quarters.






                               12

RESEARCH AND DEVELOPMENT

     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.

TRADEMARKS

     The Company utilizes various trademarks in the course of its
business, none of which are individually material.



Item 2.  Properties

     The information presented under "Operating Locations" in the
1999  Annual  Report is incorporated herein  by  reference.   The
Company   believes  that  its  production  facilities  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  13 - "Commitments and Contingencies"  of  the
1999 Annual Report is incorporated herein by reference.


Item 4.  Submission of Matters to a Vote of Security Holders

     None.























                               13


Executive Officers of the Registrant

     The  name  and age of each executive officer of the  Company
as  of  March 1, 2000, 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 generally elected
at each annual organizational meeting of the board of directors.

Thomas H. Johnson (50)
  President and Chief Executive Officer since 1997
  Vice Chairman, Riverwood International Corporation (1996-1997)
  President and Chief Executive Officer, Riverwood
  International Corporation (1989-1996)
Octavio Orta (55)
  Executive   Vice  President  -  Merchandising   and   Specialty
  Packaging since 1999
  Executive Vice President-Display & Packaging (1998)
  President of Chesapeake Display & Packaging Company since 1998
  Senior Vice President-Coated Board Sales & Packaging
  Operations Groups, Riverwood International Corporation
  (1995-1998)
  Senior Vice President, Europe and Asia/Pacific, Riverwood
  International Corporation (1993-1995)
Keith Gilchrist (51)
  Executive  Vice  President-European Specialty  Packaging  since
  1999
  Chief Executive, Field Group plc since 1991
J. P. Causey Jr. (56)
  Senior Vice President, Secretary & General Counsel since 1995
  Vice President, Secretary & General Counsel (1986-1995)
Harold Mark Ennis (43)
  Senior Vice President since 2000
  Group Chief Executive, Boxmore International PLC (1997-2000)
  Group  Deputy  Managing  Director,  Boxmore  International   PLC
  (1995-1997)
  Group  Director  of Corporate Development, Boxmore International
  PLC (1994-1995)
John F. Gillespie (52)
  Senior  Vice  President  - Human Resources  and  Organizational
  Development since 2000
  Senior  Vice  President - Human Resources,  Communications  and
  Public Affairs, Venator Group (1996-2000)
  Senior  Vice President - Human Resources, Lever Brothers (1990-
  1996)
Andrew J. Kohut (41)
  Senior  Vice  President-Strategic  Business  Development  since
  1998
  Group Vice President-Specialty Packaging & Merchandising
  Services (1996-1998)
  Group  Vice  President-Finance & Strategic  Development  (1995-
  1996)
  Chief Financial Officer (1991-1996)
  Vice President-Finance (1991-1995)




                               14

Robert F. Schick (57)
  Senior Vice President-Containers since 1998
  President, Chesapeake Packaging Co. since 1996
  Vice President-Containers (1997-1998)
  Vice  President-Operations,  Chesapeake  Packaging  Co.  (1988-
  1996)
William T. Tolley (42)
  Senior Vice President-Finance & Chief Financial Officer since
  1998
  Group  Vice President-Finance & Chief Financial Officer  (1996-
  1998)
  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)
Thomas A. Smith (53)
  Vice President-Human Resources since 1999
  Vice  President-Human  Resources & Assistant  Secretary  (1987-
  1999)







































                               15
                             PART II


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

    The  dividend and stock price information presented under the
caption  "Recent Quarterly Results" of the 1999 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  March 1, 2000, there were 6,207 stockholders of record of the
Company's common stock.

    The  Company has certain loan agreements related to a portion
of its debt which contain certain limits on the Company's ability
to   pay   dividends.    See  Notes  to  Consolidated   Financial
Statements,  Note  6  "Long-Term Debt" and  Note  14  "Subsequent
Events"  of  the  1999  Annual  Report,  incorporated  herein  by
reference.


Item 6.  Selected Financial Data

    The   information  presented  under  the  caption  "Five-Year
Comparative  Record"  of the 1999 Annual Report  is  incorporated
herein by reference.


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

    The  information  presented under the  caption  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations" of the 1999 Annual Report, except the information set
forth  under the caption "Environmental" therein, is incorporated
herein by reference.  The information set forth under the caption
"Environmental"  in  Item 1 - "Business" of  this  Form  10-K  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
1999  Annual  Report, are incorporated herein by reference.   The
"Report of Independent Accountants" as presented in the Company's
1999 Annual Report is incorporated herein by reference.


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

    None.





                               16
                            PART III


Item 10.  Directors and Executive Officers of the Registrant

    The  information  presented under the  captions  "Information
Concerning  Nominees",  "Directors  Continuing  in  Office",  and
"Section 16(a) Beneficial Ownership Reporting Compliance" of  the
Company's  definitive Proxy Statement for the Annual  Meeting  of
Stockholders  to  be  held  April  26,  2000  (the  "2000   Proxy
Statement"),  and  the information presented  under  the  caption
"Executive Officers of the Registrant" in Part I of this Form 10-
K, is incorporated herein by reference.


Item 11.  Executive Compensation

    The  information  presented under the captions  "Compensation
of  Directors"  and "Executive Compensation" of  the  2000  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
2000 Proxy Statement is incorporated herein by reference.


Item 13.  Certain Relationships and Related Transactions

    The   information   presented  under  the  caption   "Certain
Relationships  and  Related  Transactions"  of  the  2000   Proxy
Statement is incorporated herein by reference.




















                               17

                             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, 1999 and 1998, and  the  related
                   consolidated   statements   of   income    and
                   comprehensive income, cash flows, and  changes
                   in  stockholders' equity for each of the three
                   years  in the period ended December 31,  1999,
                   including the notes thereto, are presented  in
                   the  1999  Annual Report and are  incorporated
                   herein   by   reference.   The   "Report    of
                   Independent Accountants" as presented  in  the
                   1999  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 of  this
                   Form  10-K,  no  other data appearing  in  the
                   1999 Annual Report is deemed to be "filed"  as
                   part of this Form 10-K.

            (ii)   Financial Statement Schedules

                   None 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 20-
                   23  hereof.   Exhibits  10.1  -  10.21  hereto
                   constitute     management     contracts     or
                   compensatory  plans  or arrangements  required
                   to be filed as exhibits hereto.

          b. Reports on Form 8-K

            (i)  Current Report, dated February 23, 2000, filed March 8,
                   2000, reporting, under Items 2 and 7, information
                   related to the acquisition of Boxmore International PLC
                   and a new six month $250 million senior credit facility.







                               18
                           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 16, 2000

                                   By  /s/ WILLIAM T. TOLLEY
                                       William T. Tolley
                                       Senior Vice President -
                                       Finance & Chief
                                       Financial Officer

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  /s/ DAVID FELL                 By  /s/ WALLACE STETTINIUS
     Sir David Fell                     Wallace Stettinius
     Director                           Director


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


By  /s/ THOMAS H. JOHNSON          By  /s/ JOSEPH P. VIVIANO
     Thomas H. Johnson                  Joseph P. Viviano
     Director; Chief Executive          Director
     Officer and President


By  /s/ FRANK S. ROYAL             By  /s/ HARRY H. WARNER
     Frank S. Royal                     Harry H. Warner
     Director                           Chairman of the Board


By  /s/ JAMES E. ROGERS            By  /s/ HUGH V. WHITE, JR.
     James E. Rogers                    Hugh V. White, Jr.
     Director                           Director

By  /s/ JOHN W. ROSENBLUM          By  /s/ WILLIAM T. TOLLEY
     John W. Rosenblum                  William T. Tolley
     Director                           Chief Financial and
                                        Accounting Officer



Each of the above signatures is affixed as of February 16, 2000.



                               19

                          EXHIBIT INDEX

2.1   Purchase  Agreement,  dated as of April  30,  1997,  by  and
      between Chesapeake Corporation, St. Laurent Paperboard Inc. and
      St. Laurent Paperboard (U.S) Inc. (filed as Exhibit 2.1 to the
      Registrant's Current Report on Form 8-K dated May 23, 1997, and
      incorporated herein by reference)

2.2   Joint  Venture Agreement, dated as of October 4, 1999, among
      Georgia-Pacific Corporation, Chesapeake Corporation, Wisconsin
      Tissue Mills Inc. and Georgia-Pacific Tissue Company, LLC (filed
      as Exhibit 2.1 to the Registrant's Quarterly Report on Form 10-Q
      for the quarter ended September 30, 1999, and incorporated herein
      by reference)

2.3   Operating Agreement of Georgia-Pacific Tissue, LLC, dated as
      of October 4, 1999, among Wisconsin Tissue Mills Inc. and Georgia-
      Pacific Corporation (filed as Exhibit 2.2 to the Registrant's
      Quarterly Report on Form 10-Q for the quarter ended September 30,
      1999, and incorporated herein by reference)

2.4   Indemnity  Agreement, dated as of October 4,  1999,  between
      Wisconsin Tissue Mills Inc. and Georgia-Pacific Corporation
      (filed as Exhibit 2.3 to the Registrant's Quarterly Report on
      Form  10-Q  for the quarter ended September 30,  1999,  and
      incorporated herein by reference)

2.5   Amended  and  Restated  Indemnity  Agreement,  dated  as  of
      November 12, 1999, between Wisconsin Tissue Mills Inc.  and
      Georgia-Pacific Corporation, filed herewith

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, filed herewith

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   Second  Supplemental Indenture, dated as of October 4, 1999,
      to  the  Indenture dated as of July 15, 1985,  between  the
      Registrant and The Bank of New York, as successor Trustee, filed
      herewith



                               20

4.4   Credit  Agreement,  dated  as of February  23,  2000,  among
      Chesapeake, Chesapeake UK Acquisitions II PLC, Chesapeake UK
      Acquisitions PLC and Chesapeake UK Holdings Limited, as the
      Borrowers, Various Financial Institutions and Other Persons From
      Time to Time Parties Thereto, as the Lenders, and First Union
      National Bank, as the Administrative Agent (filed as Exhibit 4.1
      to the Registrant's Current Report on Form 8-K, dated February
      23, 2000, and incorporated herein by reference)

4.5   Rights  Agreement, dated as of March 15, 1998, between  the
      Registrant  and  Harris Trust and Savings Bank,  as  rights
      agent  (filed  as  Exhibit 1 to Registration  Statement  on
      Form 8-A, dated March 13, 1998)

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)

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)

10.6  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)

10.7  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)




                               21
10.8  Chesapeake Corporation 1993 Incentive Plan (filed as Exhibit
      4.1  to  Form  S-8 Registration Statement No. 33-67384  and
      incorporated herein by reference)

10.9  Chesapeake Corporation Directors' Stock Option and Deferred
      Compensation   Plan  (filed  as  Exhibit   10.10   to   the
      Registrant's Annual Report on Form 10-K for the year  ended
      December 31, 1996, and incorporated herein by reference)

10.10 Chesapeake Corporation 401(k) Restoration Plan   (filed  as
      Exhibit 10.11 to the Registrant's Annual Report on Form 10-
      K  for  the  year ended December 31, 1996, and incorporated
      herein by reference)

10.11 Chesapeake Corporation 1997 Incentive Plan  (filed  as
      exhibit 4.5 to Form S-8 Registration Statement No. 333-30763 and
      incorporated herein by reference)

10.12 Employment  and Severance Benefit Agreement,  dated  as  of
      July  17,  1997, with Thomas H. Johnson (filed  as  Exhibit
      10.1 to the Registrant's Quarterly Report on Form 10-Q  for
      the  quarter  ended  September 30, 1997,  and  incorporated
      herein by reference)

10.13 First   Amendment  to  Employment  and  Severance   Benefit
      Agreement  with  Thomas H. Johnson, dated as  of  September
      13, 1999, filed herewith

10.14 Executive Employment Agreement with J.P. Causey Jr.,  dated
      as of September 13, 1999, filed herewith

10.15 Employment  and  Severance  Benefit  Agreement  with  Keith
      Gilchrist, dated as of March 3, 1999, filed herewith

10.16 First   Amendment  to  Employment  and  Severance   Benefit
      Agreement  with Keith Gilchrist, dated as of September  13,
      1999, filed herewith

10.17 Executive Employment Agreement with Andrew J. Kohut,  dated
      as of September 13, 1999, filed herewith

10.18 Executive Employment Agreement with Octavio Orta, dated  as
      of September 13, 1999, filed herewith

10.19 Executive Employment Agreement with Robert F. Schick, dated
      as of September 13, 1999, filed herewith

10.20 Executive  Employment Agreement with Thomas A Smith,  dated
      as of September 13, 1999, filed herewith

10.21 Executive  Employment  Agreement with  William  T.  Tolley,
      dated as of September 13, 1999, filed herewith

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, 1999


                               22
21.1  Subsidiaries

23.1  Consent of PricewaterhouseCoopers LLP

27.1  Financial Data Schedule - 1999

27.2  Restated Financial Data Schedule - 1998

27.3  Restated Financial Data Schedule - 1997

99.1  Form  11-K  Annual Report, Hourly Employees' Stock  Purchase
      Plan for the plan fiscal year ended November 30, 1999















































                               23