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, 1995

                                    OR
     
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 
     For the transition period from                 to                

                       Commission file number 1-3203
                         CHESAPEAKE CORPORATION
                                    
     Incorporated under the laws                    I.R.S. Employer
          of Virginia                        Identification No. 54-0166880

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

Securities registered pursuant to Section 12(b) of the Act:
                                              Name of each exchange on
   Title of each class                            which registered    

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

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

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

 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 13, 1996, of the voting stock held
by non-affiliates of the registrant was $642 million.  In determining this
figure, the registrant has assumed that all of its directors and officers are
affiliates.  This assumption shall not be deemed conclusive for any other
purpose.

 23,360,048 shares of the registrant's common stock, par value $1, were
outstanding as of February 13, 1996.

 Portions of the registrant's Annual Report to Stockholders for the year
ended December 31, 1995 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 24, 1996, are incorporated in
Part III by reference.                              PART I

Item 1.  Business

GENERAL

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

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

          During the past several years, Chesapeake has pursued a strategy of
focusing on specialty products in markets that management believes have
growth potential or in which the Company has or may be able to achieve
competitive advantages.  The Company's strategy for success with its
specialty products is to utilize its recycling expertise creatively, to
differentiate itself from its competition by manufacturing products which are
distinctive and to utilize its superior ability to respond to customers'
requirements.  Management believes this strategy allows the Company to
achieve less cyclical and greater profits than with commodity products and to
better utilize Chesapeake's strengths.  During 1995, sales of specialty
products were more than 60% of Chesapeake's total sales.  During the three
years prior to 1994, low selling prices for commodity products offset much of
the benefit derived from specialty product sales.  In 1994 and 1995, sales
prices for the paper industry recovered significantly.  See "Financial Review
1993-1995" of the Company's 1995 Annual Report to Stockholders (the "1995
Annual Report"), incorporated herein by reference.
                                                            
          Because we understand the service needs of our customers, we
believe we are able to provide quality products quickly and efficiently.  Our
decentralized management style allows quick and creative decision making. 
Our operations are designed to be flexible to changing customer demands and
business conditions.

     Chesapeake's businesses are managed to generate cash flow and earn an
acceptable long-term return on investment for stockholders.

     Our manufacturing and converting processes are capital intensive;
property, plant and equipment, including timber and timberlands, comprise
approximately 68% of our total assets.  Our tissue and kraft products
operations require major investments in paper machines, fiber preparation
equipment and converting equipment.  In 1992, the Company completed an eight-
year $600 million capital spending program for machinery, equipment and new
technology to increase production of specialty products while reducing the
Company's emphasis on commodity products such as brown paperboard and
bleached hardwood pulp.  About one-half of these expenditures were for paper
machine projects for our tissue and  kraft products businesses.  Included in
the  program was a $100 million project for a recovery boiler, evaporators
and related equipment for our kraft products business.  In 1995, we expanded
our tissue business with the acquisition of two paper mills, and the
announcement of plans for two more converting facilities, in keeping with our
strategic goals and customer requirements.  Growth in our packaging segment
continued with the successful start-up of a new plant in California in 1995,
and the announcement of plans for a new facility in Mississippi to begin
operation in 1996.  Capital expenditures intended to enhance efficiency, and
to improve product quality and productivity were made at one-half of our
existing packaging facilities during 1995.

     Our businesses are grouped into three major segments:  packaging, tissue
and kraft products.  The information presented in "Notes to Consolidated
Financial Statements, Note 14 - Business Segment Information" of the 1995
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 1993-1995, Liquidity and Capital Structure" of the 1995
Annual Report and is incorporated herein by reference.  Information regarding
the Company's anticipated capital spending is set forth under the caption
"Financial Review 1993-1995, Capital Expenditures" of the 1995 Annual Report
and is incorporated herein by reference.

PACKAGING

Chesapeake Packaging Co.

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

     We believe that our packaging group is a leader in serving the point-of-
sale display and specialty packaging needs of major national consumer
products companies.  Through a network of regional sales and design offices,
the point-of-sale group, Chesapeake Display and Packaging Company, provides
creative design services to our customers to meet their promotional and
permanent display needs.  Our manufacturing facilities utilize modern
production, assembly and packaging processes to meet our customers' stringent
quality and shipment demands.  We have two strategically located point-of-sale
display and specialty packaging manufacturing plants and three custom
packing plants which provide service to customers throughout the United
States.  An additional custom packing plant in Memphis is scheduled to begin
operation in 1996.  Also, Chesapeake recently announced the planned
acquisition of the Display Division of Dyment Limited, with operations in
Erlanger, Kentucky, and Toronto, Canada.

     Our Color-Box subsidiary, the fastest growing area of our packaging
segment, supplies graphic packaging to customers nationwide that require
attractive full litho-laminated retail packaging.  The final phase of a $13
million expansion project to double the capacity of this business was
completed in 1993.  In January 1994, Chesapeake Packaging acquired Lawless
Holding Corporation, which included Lawless Packaging and Display, a graphic
packaging plant in Buffalo, New York, which is now operated as the Buffalo
division of Color-Box.  Our new graphic packaging plant in Visalia,
California, began operation late in the second quarter of 1995.  In addition,
in late 1995 Color-Box announced plans for a fourth graphic packaging
facility, to be located in Pelahatchie, Mississippi, which is scheduled to
begin operation by mid-year 1996.

     Eleven corrugated shipping container plants located in seven states
manufacture corrugated boxes and specialty packaging for customers within
each plant's geographic area.  The raw materials for the packaging plants
include paperboard and corrugating medium (purchased both from independent
suppliers and from Chesapeake Paper Products) that are converted to make the
walls of the packaging unit.  Various converting equipment is used to print,
cut, slot and glue the container to customer specifications.  The Lawless
acquisition in January 1994 included the Lawless Container Corporation
corrugated container plant in North Tonawanda, New York and corrugated sheet
plants in Scotia, New York; Le Roy, New York; and Madison, Ohio.

TISSUE

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

Wisconsin Tissue Mills Inc.

     Wisconsin Tissue, acquired in 1985, manufactures napkins, tablecovers,
toweling, placemats, wipers and facial and bathroom tissue for commercial and
industrial markets at its paper mills in Menasha, Wisconsin; Flagstaff,
Arizona; and Chicago, Illinois.  Wisconsin Tissue operates a converting
facility in Neenah, Wisconsin, and plans to begin operation in 1996 of two
new converting facilities at Bellemont, Arizona, and Greenwich, New York. 
The 1995 addition of the paper mills in Arizona and Illinois is part of our
growth strategy of providing a full line of disposable products for the
commercial and industrial tissue markets, and increased primary tissue
production capacity by 90,000 tons per year, or approximately 50%.  Our 2,200
products are found in full-menu and fast-food restaurants, hotels, motels,
clubs, health care facilities, schools and office locations and on airlines.

     The raw material for the paper manufactured by Wisconsin Tissue is 100%
recovered paper.  Seven paper machines manufacture base tissue stock that is
converted on over 100 specialized machines in Neenah, Wisconsin, with
additional converting machines scheduled to come on-line in 1996 at the new
facilities in Arizona and New York.  The Company believes that its
computerized warehouse inventory and distribution systems give it an
advantage over many of its competitors in product shipping efficiency and
inventory control.  Our tissue products are sold throughout the United States
and in Canada using our own sales force or brokers.  Shipments by Wisconsin
Tissue were 235,000 tons in 1995, 217,000 tons in 1994 and 220,000 tons in
1993. 
                                                  
KRAFT PRODUCTS

     Chesapeake's kraft products segment consists of Chesapeake Paper
Products Company, our kraft products operations, and Chesapeake Forest
Products Company, our woodlands and building products operations, both based
in West Point, Virginia.  Chesapeake Building Products Company, a wholly-owned
subsidiary of Chesapeake Forest Products Company, was formed in 1993
with the merger of the company's lumber division and Chesapeake Wood 
Treating Co. 

Chesapeake Paper Products Company

     Chesapeake Paper Products manufactures white top paperboard, which
accounts for approximately 90% of the total paperboard product mix, kraft
paperboard, kraft paper, corrugating medium and bleached hardwood pulp at its
mill located in West Point, Virginia.  Paperboard and corrugating medium, the
outer and inner materials of a corrugated container, are sold to external and
company-owned container and packaging plants.  Kraft paper is sold to
external converters to make bags and wrappings. Bleached hardwood pulp is
sold primarily to non-pulp producing paper manufacturers which manufacture
predominantly printing and writing paper.  Most of our customers are located
in the eastern half of the United States, primarily in the mid-Atlantic and
northeastern states, where we have the advantage of lower freight costs
compared to many of our competitors.  We also sell to international
customers, primarily in Europe, Asia and Canada.  Our sales force markets
these products to integrated and independent converters and manufacturers. 

     During 1995, Chesapeake Paper Products completed the rebuild of the No.2
paper machine at the West Point, Va., mill.  While lost production associated
with the rebuild reduced shipments for 1995, the project increased the mill's
capacity by 70,000 tons per year while permitting a more profitable product
mix.  Total shipments from the West Point mill were 769,000 tons in 1995,
850,000 tons in 1994 and 798,000 tons in 1993.

     In 1995, approximately 68% of the raw material for products manufactured
by our kraft products mill was virgin wood fiber, with the remainder being
recycled fiber recovered through our recycling system. Two company-owned
recycling centers collect recycled fiber for the mill, which has the capacity
to use 360,000 tons of recycled fiber annually.  About 73% of the virgin wood
fiber used in 1995 was purchased from wood producers or independent
timberland owners and the rest was from company-owned timberlands.  In
addition to our three paper machines and a market pulp machine, the West
Point facility includes wood storage, wood pulping, paper recycling and steam
and power generation equipment.  

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


Chesapeake Forest Products Company, Woodlands Division

     Chesapeake Forest Products, Woodlands Division, owns and actively
manages approximately 325,000 acres of timberland located in Virginia,
Maryland and Delaware.  The primary objective of our woodlands operation is
to provide an adequate supply of wood at a competitive cost to the kraft
products mill located at West Point.  Wood is delivered to our mill from our
company-owned lands and from independent landowners.  Our foresters use
environmentally sound, modern forestry methods intended to ensure a long-term,
low-cost fiber supply.  Our genetically superior pine seedlings, which
are used in our reforestation program on company-owned land and made
available to private landowners, grow quicker and provide higher quality,
more uniform fibers at the time of harvest than traditional seedlings.  We
are actively utilizing natural reforestation techniques to generate new
hardwood timber stands on company-owned and privately held land. For more
than 25 years, Chesapeake has participated in research programs that have
improved the quality, disease resistance and growth rate of our planted
trees. In addition, in 1995 Chesapeake Forest Products Company pledged to
comply with new American Forest and Paper Association guidelines of conduct
that will govern the way we grow and nurture our forests, known as the
"Sustainable Forestry Initiative". 

Chesapeake Building Products Company

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

     Substantially all of the assets of the former Chesapeake Wood Treating
Co. were conveyed to Universal Forest Products, Inc. under lease and purchase
agreements in October 1993.  Chesapeake Wood Treating Co. produced chemically
treated pine lumber for the home improvement and residential construction
markets. 


OTHER BUSINESSES

Delmarva Properties, Inc. and Stonehouse Inc.

     Delmarva Properties develops and markets land that has potential for
value greater than as timberland.  Nearly all of Delmarva Properties' present
land inventory of approximately 8,500 acres was formerly timberland owned by
Chesapeake Forest Products.  Delmarva Properties develops land in Virginia,
Maryland and Delaware primarily for residential housing.  Sales also include
large lots and acreage for others to develop for both residential and
commercial uses. A major project involves the development of a mixed-use site
next to a proposed horse racing track in New Kent, Virginia.

     Stonehouse Inc. is managing the planning for development of a new 7,400
acre planned community near Williamsburg, Va.  Stonehouse Inc.'s pending
joint venture with Dominion Capital, Inc. will form a partnership for
development of the first residential phase of the planned community. 
Significant sales are not anticipated for several more years.  Most of
Stonehouse's land was formerly timberland owned by Chesapeake Forest
Products.


RAW MATERIALS

     Most of the Company's raw materials are readily available at competitive
prices.  Prices of recycled fiber, a major raw material, reached historic
highs in 1994 and early 1995, but moderated by year-end 1995.  See "Financial
Review 1993-1995" of the 1995 Annual Report, incorporated herein by
reference.


ENVIRONMENTAL

     The information presented under the caption "Financial Review 1993-1995,
Environmental" of the 1995 Annual Report is incorporated herein by reference.

EMPLOYEES

     As of December 31, 1995, the Company had 5,305 employees.  The Company
believes that its relations with its employees are good.  In 1992, Wisconsin
Tissue and Chesapeake Paper Products entered into five-year collective
bargaining agreements with the unions representing employees at the mills in
Menasha, Wisc., and West Point, Va.  During 1994, a five-year labor contract
extension was negotiated with the union representing employees at Chesapeake
Paper Products.  During 1994 and 1995, Chesapeake Paper Products Company and
Chesapeake Forest Products Company implemented enhanced retirement programs
affecting both hourly and salaried employees at these operations. See
"Financial Review 1993-1995" of the 1995 Annual Report incorporated herein by
reference.


COMPETITION AND SEASONALITY

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

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


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


Item 2.  Properties

  At year-end 1995, Chesapeake manufactured or converted paper and wood
products at 40 facilities in 14 states.  The information presented under
"Operating Managers and Locations" in the 1995 Annual Report is incorporated
herein by reference.  The Company owns most of its production facilities,
which are well maintained and in good operating condition, and are utilized
at practical capacities that vary in accordance with product mixes, market
conditions and machine configurations.  

Item 3.  Legal Proceedings

     The information presented in "Notes to Consolidated Financial
Statements,  Note 10 - Litigation" of the 1995 Annual Report is incorporated
herein by reference.
                        
Item 4.  Submission of Matters to a Vote of Security Holders

    None

























Executive Officers of the Registrant

  The name and age of each executive officer of the Company  as of
February 13, 1996, 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 (56)
  Chairman since 1994
  Chief Executive Officer since 1980
  President 1980-1995
Paul A. Dresser, Jr. (53)
  President since 1995
  Chief Operating Officer since 1991
  Executive Vice President 1990-1995
  Chief Financial Officer 1981-1991
  Group Vice President-Finance & Administration 1984-1990
Thomas Blackburn (44)
  Group Vice President-Kraft Products since 1991
  President, Chesapeake Paper Products Company and
  Chesapeake Forest Products Company since 1991
  Kraft Products-Executive Vice President 1990-1991
  General Manager, Crossett, Arkansas,               
  Georgia-Pacific Corporation 1988-1990
Andrew J. Kohut (37)
  Group Vice President-Finance & Strategic Development since 1995
  Chief Financial Officer since 1991
  Vice President-Finance 1991-1995 
  President and General Manager, Color-Box, Inc. 1989-1991
William A. Raaths (49)
  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
Samuel J. Taylor (56)
  Group Vice President-Packaging since 1988
  President, Chesapeake Packaging Co. since 1988
J. P. Causey Jr. (52)
  Senior Vice President, Secretary & General Counsel since 1986
Thomas A. Smith (49)
  Vice President-Human Resources & Assistant Secretary since 1987












                                  PART II

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

  The dividend and stock price information presented under the caption
"Recent Quarterly Results" of the 1995 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 29, 1996, there were 7,231
stockholders of record of the Company's common stock.


Item 6.  Selected Financial Data

  The information for the years 1991-1995 presented under the caption
"Eleven-Year Comparative Record" of the 1995 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 1993-1995"
of the 1995 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 1995 Annual Report are
incorporated herein by reference.


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

  None
















                                 PART III

Item 10.  Directors and Executive Officers of the Registrant

  The information presented under the captions "Information Concerning
Nominees" and "Directors Continuing in Office" of the Company's definitive
Proxy Statement for the Annual Meeting of Stockholders to be held April 24,
1996 (the "1996 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 1996 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 1996 Proxy Statement is
incorporated herein by reference.


Item 13.  Certain Relationships and Related Transactions

     The information presented under the caption "Certain Transactions" of
the 1996 Proxy Statement is incorporated herein by reference.               
             

<PAGE>

                               PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K   
 
               a. Documents
    
               (i)       Financial Statements 
  
                         The consolidated balance sheet of Chesapeake
                         Corporation and subsidiaries as of December 31, 1995
                         and 1994, 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,
                         1995, including the notes thereto, are presented in
                         the Company's 1995 Annual Report and are incorporated
                         herein by reference. The "Report of Independent
                         Accountants" as presented in the Company's 1995 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 1995 Annual Report is deemed to be "filed" as
                         part of this Form 10-K.                      

                  (ii)   Financial Statement Schedules
               
                    No schedules are filed as part of this report because
                    they are not applicable or are not required. 
 
                  (iii)  Exhibits filed or incorporated by reference
          
                  The exhibits that are required to be filed or
                  incorporated by reference herein are listed in the
                  Exhibit Index found on pages 14-15 hereof.  Exhibits
                  10.1-10.9 hereto constitute management contracts or
                  compensatory plans or arrangements required to be
                  filed as exhibits hereto. 

               b. Reports on Form 8-K

                  None        













                               SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                             CHESAPEAKE CORPORATION
                                        (Registrant)        
 
February 13, 1996                           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 /s/ PAUL A. DRESSER, JR.             By /s/ WALLACE STETTINIUS        
   Paul A. Dresser, Jr.                    Wallace Stettinius
   Director; President &                   Director
   Chief Operating Officer

By /s/ M. KATHERINE DWYER               By
   M. Katherine Dwyer                      John Hoyt Stookey
   Director                                Director 

By /s/ J. CARTER FOX                    By /s/ RICHARD G. TILGHMAN        
   J. Carter Fox                           Richard G. Tilghman  
   Chairman of the Board                   Director
   of Directors; Chief
       Executive Officer

By /s/ ROBERT L. HINTZ                  By /s/ JOSEPH P. VIVIANO           
   Robert L. Hintz                         Joseph P. Viviano
   Director                                Director
                      
By /s/ WILLIAM D. McCOY                 By /s/ HARRY H. WARNER            
   William D. McCoy                        Harry H. Warner  
   Director                                Director
                                     
By                                      By /s/ ANDREW J. KOHUT            
   C. Elis Olsson                          Andrew J. Kohut
   Director                                Group Vice President - Finance
                                           & Strategic Development &
                                           Chief Financial Officer

By /s/ JOHN W. ROSENBLUM                By /s/ CHRISTOPHER R. BURGESS     
   John W. Rosenblum                       Christopher R. Burgess
   Director                                Controller
                                        
By /s/ FRANK S. ROYAL            
   Frank S. Royal                       
   Director                                


Each of the above signatures is affixed as of February 13, 1996.  EXHIBIT INDEX
                                                                   
            
3.1         Articles of Incorporation (filed as Exhibit 3.1 to the
            Registrant's Annual Report on Form 10-K for the year ended
            December 31, 1989 and incorporated herein by reference)

3.2         Amended and Restated Bylaws (filed as Exhibit 3.1 to the
            Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1995 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, File No. 33-56473, and
            incorporated herein by reference)
    
The registrant agrees to furnish to the Securities and Exchange Commission,
upon request, copies of those  agreements defining the rights of holders of
long-term debt of the registrant and its subsidiaries that are not filed
herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K.

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

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

10.3        Non-Employee Director Stock Option Plan (filed as Exhibit 4.1
            to Form S-8 Registration Statement No. 33-53478 and incorporated
            herein by reference)
                                     
10.4        Executive Supplemental Retirement Plan (filed as Exhibit VI to
            the Registrant's Annual Report on Form 10-K for the year ended
            December 28, 1980 and incorporated herein by reference) 
                            
10.5        Retirement Plan for Outside Directors (filed as Exhibit 10.9 to
            the Registrant's Annual Report on Form 10-K for the year ended
            December 31, 1987 and incorporated herein by reference)

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

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

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

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, 1995 

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, 1995