EX 10.16
             FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


      FIRST  AMENDMENT  TO  EMPLOYMENT  AGREEMENT,  dated  as  of
September 13, 1999, is between FIELD GROUP PUBLIC LIMITED COMPANY
(registered  in England No. 2586987) (the "Company"),  CHESAPEAKE
CORPORATION,  a  Virginia  corporation ("Chesapeake")  and  KEITH
GILCHRIST (the "Director").

      WHEREAS,  the Company, Chesapeake and the Director  entered
into  an  employment agreement (the "Agreement") dated March  31,
1997,  providing for the terms and conditions of  the  Director's
service as the Company's chief Executive; and

      WHEREAS,  Chesapeake has approved the terms  of  agreements
with   selected   officers  of  Chesapeake  to  provide   certain
assurances  to  the  officers regarding the terms  applicable  to
certain  terminations  of the officers' service  and  to  provide
certain  assurances to Chesapeake regarding the officers' conduct
during  the  term of the agreements and following  the  officers'
termination of service; and

      WHEREAS, the Company, Chesapeake and the Director desire to
amend  the Agreement to more nearly conform to the terms  of  the
agreements  between Chesapeake and other officers of  Chesapeake;
and

     WHEREAS, the Director agrees to an extension of his covenant
not  to  solicit  customers or employees of the  Company  or  any
Associated   Company  following  certain  terminations   of   his
employment  in consideration for the assurances provided  to  the
Director by the Company and Chesapeake;

      NOW  THEREFORE,  the  Agreement is hereby  amended  in  the
following respects:

    FIRST:   The  second  sentence  of  clause  2(A)  of  the
    Agreement is amended to read as follows:

    The  Company  may  give the Director  not  less  than  36
    months'  notice in writing of by payment  of  36  months'
    salary and other contractual benefits in lieu thereof  at
    any  time  and the Director may give to the  Company  not
    less than 12 months' notice in writing at any time or, in
    accordance with clause 23, may resign for Good Reason (as
    defined in clause 23).

    SECOND:  The first sentence of clause 12 of the Agreement
    is  amended by adding the following provision  after  the
    words "one year after termination of his employment":

    (or  13  months  after termination of employment  if  the
    Director's  employment is terminated after  a  Change  in
    Control (as defined in clause 23) for a reason other than
    as enumerated under clause 17)

    THIRD:  The Agreement is amended by adding clause  23  to
    read as follows:

     23.  Special Severance Benefits

           (A)   The  Director shall be entitled to  receive  the
     severance  and welfare benefits described in this clause  23
     if,  during the term of appointment described in  clause  2,
     (x) there is a Change in Control and the Director terminates
     his employment with the Company, each Chesapeake Company and
     each Associated Company and their successors thereafter with
     Good  Reason or (y) there is a sale or other divestiture  of
     the Company or substantially all of its assets by Chesapeake
     and the Director terminates his employment with the Company,
     Chesapeake,  each  Chesapeake Company  and  each  Associated
     Company and their successors thereafter with Good Reason.

                (i)   The severance benefit payable under
          clause 23 is an amount equal to the sum of  (x)
          three  times the Director's annual base  salary
          (as  in  effect on the date the Director ceases
          to be employed by the Company, Chesapeake, each
          Chesapeake Company and each Associated  Company
          and   their  successors  or,  if  greater,  the
          highest annual rate of base salary as in effect
          during   the   twelve  months  preceding   such
          cessation  of employment) and (y)  three  times
          the Director's annual incentive plan target for
          the  year  in which the Director ceases  to  be
          employed  by  the  Company,  Chesapeake,   each
          Chesapeake Company and each Associated  Company
          and  their successors or, if greater, the  year
          preceding  such  cessation of employment.   The
          severance  benefit described in  the  preceding
          sentence shall be reduced by the amount of  any
          severance benefit payable to the Director under
          the  Chesapeake Corporation Salaried Employees'
          Benefits   Continuation  Plan.   The  severance
          benefit  payable  under this  clause  23,  less
          applicable    taxes   and   other    authorized
          deductions,  shall be paid in a single  sum  as
          soon  as  practicable following the  Director's
          cessation  of  employment  with  the   Company,
          Chesapeake,  each Chesapeake Company  and  each
          Associated Company and their successors.

                (ii)  The welfare benefits provided under
          this  clause 23 are continued coverage  of  the
          Director and the Director's eligible dependents
          under  all life, disability, medical and dental
          benefit   plans  and  programs  in  which   the
          Director participates immediately prior to  the
          Director's date of termination on such terms as
          are  then  in  effect.  In the event  that  the
          continued  coverage  of  the  Director  or  the
          Director's eligible dependents in any such plan
          or  program is barred by its terms, the Company
          shall  arrange to provide the Director and  the
          Director's  eligible dependents  with  benefits
          substantially  similar to those to  which  they
          are  entitled  to receive under such  plans  or
          programs.   The  continued  coverage   provided
          under  this clause 23 shall continue until  the
          earlier  of  (x) the third anniversary  of  the
          Director's cessation of service to the Company,
          Chesapeake,  each Chesapeake Company  and  each
          Associated Company and their successors and (y)
          the  date  that  the Director is  eligible  for
          similar coverage under another employer's plan.

          (B)   The  term "Change in Control"  has  the  same
    meaning, as of any applicable date, as set forth  in  the
    Chesapeake Corporation Benefits Plan Trust (as in  effect
    on such date).

          (C)   The  term "Good Reason" means (x) a  material
    reduction  in  the Director's duties or responsibilities;
    (y)  the  failure  by the Company or  its  successors  to
    permit the Director to exercise such responsibilities  as
    are  consistent  with  the  Director's  position;  (z)  a
    requirement  that  the  Director relocate  his  principal
    place  of employment to a location that is at least fifty
    miles  farther from his principal residence than was  his
    former principal place of employment; (x) the failure  by
    the Company or its successor to award the Director annual
    incentive,   long-term   incentive   or   stock    option
    opportunities consistent with those provided to similarly
    situated executives and (y) the failure by the Company or
    its successor to make a payment when due to the Director.

      Except  as  provided  above, the terms  of  the  Agreement,
effective March 31, 1997, shall remain in effect.

      IN  WITNESS WHEREOF, the Company and Chesapeake have  cause
this  First Amendment to Employment Agreement to be duly executed
on  their  behalf and the Director has duly executed  this  First
Amendment to Employment Agreement, all as of the date first above
written.

SIGNED by Thomas H. Johnson   )   /s/ Thomas H. Johnson
on behalf of the Company      )
in the presence of:           )  /s/ Thomas A. Smith

SIGNED by Thomas H. Johnson   ) /s/ Thomas H. Johnson
on behalf of Chesapeake       )
in the presence of:           ) /s/ Thomas A. Smith

SIGNED by the Director        )  /s/ Keith Gilchrist
in the presence of:           )  /s/ Marion Baker