<PAGE>       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, 1997

                                        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 this 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 27, 1998, of the voting stock held
  by non-affiliates of the registrant was $710 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.

     21,218,856 shares of the registrant's common stock, par value $1, were
  outstanding as of February 28, 1998.

     Portions of the registrant's Annual Report to Stockholders for the year
  ended December 31, 1997 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 22, 1998, are incorporated in
  Part III by reference.
  <PAGE>
                                PART I

  Item 1.  Business


  GENERAL

       Chesapeake Corporation, a Virginia corporation organized in 1918, is
  primarily engaged in the manufacture and sale of value-added tissue products,
  specialty packaging and displays, and forest and building products. The
  Company conducts its business in three industry segments.  The business units
  comprising each industry segment and their respective principal products are
  as follows:  the Tissue segment -- Wisconsin Tissue Mills Inc. and Wisconsin
  Tissue de Mexico, S.A. de C.V.(commercial and industrial tissue products);
  the 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); 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).

       Chesapeake competes in specialty products markets that management
  believes have growth potential or in which the Company has or may be able to
  achieve competitive advantages. Chesapeake's strategy for success with its
  specialty products is to utilize its recycling expertise creatively, to
  differentiate itself from its competition by manufacturing products that are
  distinctive, and to respond quickly to changing customer requirements.
  Management believes this strategy allows the Company to achieve greater
  profits and better utilize Chesapeake's strengths.  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.  See "Financial Review 1995-1997" of the Company's 1997
  Annual Report to Stockholders (the "1997 Annual Report"), incorporated herein
  by reference.

       Property, plant, and equipment, including timber and timberlands,
  comprise approximately 56% of Chesapeake's total assets.  Tissue operations
  require major investments in paper machines, fiber preparation equipment, and
  converting equipment.  In 1995, Chesapeake expanded its tissue business with
  the acquisition of two paper mills. Further expansion of the tissue business
  occurred in 1996 as two additional converting facilities became fully
  operational and tissue converting assets and distribution facilities were
  acquired in Mexico.  Growth in the Specialty Packaging segment within the
  past three years included: new graphic packaging plants in California and
  Mississippi; a new custom packing operation in Tennessee; and the acquisition
  of point-of-sale and packaging operations in Kentucky, Canada, and France.
  Also, capital expenditures intended to enhance efficiency, and to improve
  product quality and productivity, were made at several existing packaging
  facilities from 1995 through 1997.

       On May 23, 1997, Chesapeake sold the West Point, VA kraft products mill,
  four corrugated container plants, and other related assets to St. Laurent
  Paperboard (U.S.) Inc.  This sale was a major step forward in Chesapeake's
  long-term strategy of focusing on its faster-growing packaging and tissue
  operations.  The sale also reduced the capital intensity and cyclicality of
  the Company's businesses.  See "Notes to Consolidated Financial Statements,
  Note 2 - Divestitures and Acquisitions" of the 1997 Annual Report,
  incorporated herein by reference.



                                        1
  <PAGE>
        Information with respect to business segments and export sales
  presented in "Notes to Consolidated Financial Statements, Note 15 - Business
  Segment Information" of the 1997 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 1995-1997,
  Liquidity and Capital Structure" of the 1997 Annual Report and is
  incorporated herein by reference.  Information regarding the Company's
  anticipated capital spending is set forth under the caption "Financial Review
  1995-1997, Capital Expenditures" of the 1997 Annual Report and is
  incorporated herein by reference.

  TISSUE

       Chesapeake's Tissue segment consists of Wisconsin Tissue Mills Inc. and
  Wisconsin Tissue de Mexico, S.A. de C.V. (collectively, _Wisconsin Tissue_),
  which produce tissue for industrial and commercial markets.

       Wisconsin Tissue manufactures napkins, tablecovers, toweling, placemats,
  wipers, and facial and bathroom tissue for commercial and industrial markets.
  Operations of the Tissue segment include: paper mills in Menasha, WI;
  Flagstaff, AZ; and Chicago, IL; converting facilities in Bellemont, AZ;
  Greenwich, NY; and Toluca, Mexico; and distribution facilities in Toluca and
  Monterey, Mexico.  The operations located in Mexico were acquired late in
  1996 from Jokel Desarrollos, S.A. de C.V. and Ambitec, S.A. de C.V.  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%.  The combined operations sell approximately 2,200 products, which 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 150 specialized machines. Wisconsin Tissue's
  products are sold throughout the United States, Canada, and Mexico using both
  a dedicated sales force as well as third party brokers.  Shipments of
  converted products by Wisconsin Tissue were 268,000 tons in 1997, 253,000
  tons in 1996, and 224,000 tons in 1995.

  SPECIALTY PACKAGING

       Chesapeake's Specialty Packaging segment is composed of Chesapeake
  Display and Packaging (point-of-sale displays and packaging, rigid boxes,
  folding cartons, and graphic packaging) and Chesapeake Packaging (corrugated
  shipping containers).

  Chesapeake Display and Packaging

       During 1997, as part of the Company's strategy to focus on specialty
  packaging and to better meet the needs of its customers,  the Company
  restructured the operations of Chesapeake  Display and Packaging Company,
  Color-Box, Inc., and  Chesapeake Europe, S.A., into one business called
  Chesapeake Display and Packaging (CD&P).  This restructuring included
  management realignment and the closing of two facilities.  See _Notes to
  Consolidated Financial Statements, Note 14 - Commitments and Other Matters_
  of the 1997 Annual Report, incorporated herein by reference.

       Through a network of regional sales and design offices, CD&P provides
  its customers with a wide range of products and services, including single-
  and double-face corrugated and permanent displays, preprint, process direct


                                        2
  <PAGE>
  print, lithograph lamination, custom packing, set-up boxes, and folding
  cartons.  CD&P's goal is to fully understand a customer's requirements and
  develop the appropriate packaging or merchandising solution for the
  customer's products.  CD&P offers a turnkey process that not only is
  concerned with creating the right product image, but can also produce a
  quality display or package, and, if appropriate, provide custom packing and
  distribution.  CD&P's manufacturing facilities utilize modern production,
  assembly, and packaging processes to meet its customers' stringent quality
  and shipment demands.

       Chesapeake has four strategically located point-of-sale display and
  specialty packaging manufacturing plants and six 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, a
  custom packing plant in Memphis, TN, which began operations during 1996, and
  custom packing plants in Mechanicsburg, PA, and Cincinnati, OH, which
  commenced operations during 1997.  The Sandusky, OH, display manufacturing
  facility was closed during 1997 as part of the second quarter restructuring
  program.

       CD&P's three graphic packaging facilities supply customers with full
  litho-laminated retail packaging nationwide.  A graphic packaging plant in
  Visalia, CA, began operations late in the second quarter of 1995, with the
  second phase of this plant completed in 1996.  Also in 1996, a graphic
  packaging facility, located in Pelahatchie, MS, became operational.  The
  Buffalo, NY, graphic packaging facility was closed during 1997 as part of the
  restructuring.

       As part of its strategy to expand its packaging business globally,
  Chesapeake purchased the point-of-sale display and packaging businesses of
  Sailliard S.A., a leading French manufacturer of displays, rigid boxes, and
  specialty folding cartons in 1996.  The businesses acquired included
  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; and Raab Pige, specializing in
  the design, printing, and manufacture of folding cartons for the luxury goods
  and pharmaceutical industries.  These businesses, known collectively as
  Chesapeake Europe, S.A., complement the U.S. operations by offering customers
  global packaging solutions.

  Chesapeake Packaging

       Chesapeake Packaging consists of eight corrugated shipping container
  plants located in five states, which manufacture corrugated boxes and
  specialty packaging for customers within each plant's geographic area.  The
  raw materials for the packaging plants include linerboard and corrugating
  medium, which is  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 February, 1998, Chesapeake Packaging 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.

  FOREST PRODUCTS/LAND DEVELOPMENT

       Chesapeake's Forest Products/Land Development segment consists of
  Chesapeake Forest Products Company and Chesapeake Building Products  Company,
  and two companies involved in land development.


                                        3
  <PAGE>
  Chesapeake Forest Products

       Chesapeake Forest Products Company owns and actively manages
  approximately 325,000 acres of timberland located in Virginia, Maryland, and
  Delaware.  With the sale of the Company's West Point kraft mill to St.
  Laurent Paperboard (U.S.) Inc., Chesapeake's forests are now being managed to
  maximize sawtimber harvest.  Chesapeake's foresters use environmentally
  sound, modern forestry methods intended to ensure a long-term, low-cost wood
  supply to customers.  Chesapeake's genetically superior pine seedlings, which
  are used in the Company's reforestation program, grow quicker and provide
  higher quality, more uniform fibers at the time of harvest than traditional
  seedlings.  Chesapeake actively utilizes natural reforestation techniques to
  generate new 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 planted trees.

  Chesapeake Building Products

       Chesapeake Building Products Company operates three sawmills in Virginia
  and Maryland, which manufacture pine and hardwood lumber.  The raw materials
  are provided from company-owned timberlands and from other landowners.
  Sawmill products are sold by an internal sales force to independent users.


  Delmarva Properties, Inc. and Stonehouse Inc.

       Delmarva Properties, Inc. develops and markets land that has potential
  for value greater than the value available when the land is managed as
  timberland.  Nearly all of Delmarva Properties' present land inventory of
  approximately 5,200 acres was formerly timberland owned by Chesapeake Forest
  Products company.  Delmarva Properties develops land in Virginia, Maryland,
  and Delaware primarily for residential housing.  Sales also include large
  lots and acreage for third parties to develop for both residential and
  commercial uses. A major project involves the development of a 3,200 acre
  mixed-use site next to a  horse racetrack in New Kent, VA.

       Stonehouse Inc.'s joint venture with Dominion Capital, Inc. provides a
  partnership for the development of the first residential phase of a 7,600
  acre planned community in James City County, VA.  Most of Stonehouse's land
  was formerly timberland owned by Chesapeake Forest Products Company.

  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 moderate levels in 1996 and 1997.  See "Financial Review 1995-
  1997" of the 1997 Annual Report, incorporated herein by reference.

  ENVIRONMENTAL

       The information presented under the caption "Financial Review 1995-1997,
  Environmental" of the 1997 Annual Report is incorporated herein by reference.

  EMPLOYEES

       As of December 31, 1997, the Company had 5,184 employees.  The Company
  believes that its relations with its employees are good.  In 1997, Wisconsin
  Tissue entered into a five-year collective bargaining agreement with the



                                        4
  <PAGE>
  union representing employees in Wisconsin Tissue's Menasha, WI, mill. During
  1997, Wisconsin Tissue implemented an enhanced retirement program for certain
  hourly employees.  See _Notes to Consolidated Financial Statements, Note 6 -
  Employee Retirement Plans and Note 7 - Postretirement Benefits Other Than
  Pensions_ of the 1997 Annual Report, incorporated herein by reference.


  COMPETITION AND SEASONALITY

       Chesapeake has many customers who buy different products and is not
  dependent on any single customer, or group of customers, in any market
  segment. 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.  The third and fourth quarters of
  each year usually generate the highest sales and earnings.  Chesapeake's
  largest businesses generally experience peak operational activity during the
  months of August through October.

       Competition is intense in the Tissue and Specialty Packaging 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.


  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 1997, Chesapeake manufactured or converted paper and wood
  products at multiple facilities in 16 states, Canada, Mexico and France.  The
  information presented under "Operating  Locations" in the 1997 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 11 - Litigation" of the 1997 Annual Report is incorporated
  herein by reference.


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

      None








                                        5
  <PAGE>
  Executive Officers of the Registrant

       The name and age of each executive officer of the Company  as of
  February 28, 1998, 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 (58)
     Chairman since 1994
     Chief Executive Officer 1980-1997
     President 1980-1995, 1996-1997
  Thomas H. Johnson (48)
     President and Chief Executive Officer since 1997
     Vice Chairman 1996-1997 Riverwood International Corporation
     President and Chief Executive Officer 1989-1996 Riverwood International
  Corporation
  Andrew J. Kohut (39)
     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 (51)
     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 (40)
     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. (54)
     Senior Vice President, Secretary & General Counsel since 1995
     Vice President, Secretary & General Counsel  1986-1995
  Thomas A. Smith (51)
     Vice President-Human Resources & Assistant Secretary since 1987





















                                        6




  <PAGE>
                                     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 1997 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 28, 1998, there were 6,483
  stockholders of record of the Company's common stock.


  Item 6.  Selected Financial Data

      The information for the years 1993-1997 presented under the caption
  "Eleven-Year Comparative Record" of the 1997 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 1995-1997"
  of the 1997 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 1997 Annual Report are
  incorporated herein by reference.  The _Report of  Independent Accountants_
  as presented in the Company's 1997 Annual Report is incorporated herein by
  reference.


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

      None














                                        7





  <PAGE>


                                     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 22,
  1998 (the "1998 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 1998 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 1998 Proxy Statement is
  incorporated herein by reference.


  Item 13.  Certain Relationships and Related Transactions

      The information presented under the caption "Certain Transactions" of the
  1998 Proxy Statement is incorporated herein by reference.






















                                        8



  <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, 1997 and 1996, 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, 1997, including the notes
                     thereto, are presented in the Company's 1997 Annual Report
                     and are incorporated herein by reference. The "Report of
                     Independent Accountants" as presented in the Company's
                     1997 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 1997 Annual Report is deemed to be "filed" as part of
                     this Form 10-K.

               (ii)  Financial Statement Schedules

                     Schedule II _Valuation and Qualifying Accounts_ for the
                     three years ended December 31, 1997, is found on page 14
                     hereof.  No other schedules are filed as part of this
                     report because they are not applicable or are not
                     required.

                     The _Report of Independent Accountants_ is found
                     on page 13 hereof.

               (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 10.1-10.14 hereto
                     constitute management contracts or compensatory plans or
                     arrangements required to be filed as exhibits hereto.

            b. Reports on Form 8-K

               None








                                        9


  <PAGE>
                                    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 10, 1998                  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
     J. Carter Fox                              John Hoyt Stookey
     Chairman of the Board                      Director

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

  By /s/ THOMAS JOHNSON                      By /s/ JOSEPH P. VIVIANO
     Thomas Johnson                             Joseph P. Viviano
     Director; Chief Executive                  Director
     Officer and President
                                             By /s/ HARRY H. WARNER
  By /s/ WILLIAM D. McCOY                      Harry H. Warner
     William D. McCoy                          Director
     Director
                                            By /s/ WILLIAM T. TOLLEY
                                                William T. Tolley
  By /s/ JOHN W. ROSENBLUM                      Chief Financial Officer
     John W. Rosenblum
     Director                                By /s/ CHRISTOPHER R. BURGESS
                                                Christopher R. Burgess
  By /s/ FRANK S. ROYAL                         Controller
     Frank S. Royal
     Director


  Each of the above signatures is affixed as of February 10, 1998.





                                        10



  <PAGE>


  REPORT OF INDEPENDENT ACCOUNTANTS




  To the Stockholders and Board of Directors of Chesapeake Corporation:
  Our report on the consolidated financial statements of Chesapeake Corporation
  has been incorporated by reference in this Form 10-K from the 1997 Annual
  Report to Shareholders of Chesapeake Corporation.  In connection with our
  audits of such financial statements, we have also audited the related
  financial statement schedule listed in item 14a(ii) on this Form 10-K.

  In our opinion, the financial statement schedule referred to above, when
  considered in relation to the basic financial statements taken as a whole,
  presents fairly, in all material respects, the information required to be
  included therein.




                                     /s/ COOPERS & LYBRAND L.L.P.


  Richmond, Virginia

  January 22, 1998, except for the fifth paragraph
     of Note 8, as to which the date is
     February 10, 1998
























                                        11





  <PAGE>
                     CHESAPEAKE CORPORATION AND SUBSIDIARIES
                                   SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS
  <TABLE>
  <CAPTION>

     (A)                       (B)            (C)           (D)            (E)
                           Balance at   Additions
                           beginning    charged to costs              Balance
  Description              of year      and expenses      Deductions  end of year
                                     (In millions)

  Valuations accounts deducted
   from assets to which they
   apply--for doubtful accounts
   receivable
  <S>                      <C>           <C>                <C>         <C>
  Year Ended:
   December 31, 1995         $3.8          $1.4               $2.0       $3.2
   December 31, 1996         $3.2          $1.7               $ .2       $4.7
   December 31, 1997         $4.7          $2.6               $1.4       $5.9


  </TABLE>




























                                         12
  <PAGE>                            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 filed May 23, 1997, and incorporated
         herein by reference)

  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    Bylaws (filed as Exhibit 3.2 to the Registrant's Annual Report on Form
         10-K for the year ended December 31, 1996 and incorporated herein by
         reference)

  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 Registration Statement No. 33-56473, and incorporated herein
         by reference)

  4.5    Rights Agreement, dated as of March 15, 1998, between 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)





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  <PAGE>
  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 (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)

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

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

  10.13  Agreement with Thomas H. Johnson (filed as Exhibit 10.1 to
         the Quarterly Report on Form 10-Q for the period ended
         September 30, 1997 and incorporated herein by reference)

  10.14  Agreement with J. Carter Fox

  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, 1997

  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, 1997.











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