**UNITED      STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-K/A**

**Amendment      No. 1**

|   | [X] | **ANNUAL                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934** |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------|

|   | [   ] | **TRANSITION                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934** |
|--------|----------------------|-------------------------------------------------------------------------------------------------------------------------------------------|

| **Chesapeake                Corporation**                                                      |
|------------------------------------------------------------------------------------------------|
| (Exact                name of registrant as specified in its charter)                          |
|                                                                                           |   |
| **Virginia**                                                                                   | **54-0166880** |
| (State                or other jurisdiction of incorporation or organization)                  | (I.R.S.                Employer Identification No.) |
|                                                                                           |   |
| **1021                East Cary Street, Richmond, Virginia**                                   | **23219** |
| (Address                of principal executive offices)                                        | (Zip                Code) |
|                                                                                           |   |
| Registrant’s                telephone number, including area code: **804-697-1000**      |
| Securities                registered pursuant to Section 12(b) of the Act:                     |
| Title                of each class                                                             | Name                of each exchange on 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 the registrant is a well-known seasoned issuer, as defined      in      Rule 405 of the Securities Act. Yes [ ] No [√ ]**

**Indicate      by check mark if the registrant is not required to file reports pursuant to      Section 13 of Section 15(d) of the Act. Yes [ ] No [√ ]**

**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 [ √ ] 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. [ √ ]**

**Indicate      by check mark whether the registrant is a large accelerated filer, an      accelerated filer, or a non-accelerated filer. See definition of “accelerated      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check      one): **

**Large      accelerated filer [ ] Accelerated filer [ √ ] Non-accelerated filer [      ]**

**Indicate      by check mark whether the registrant is a shell company (as defined in Rule      12b-2 of the Act). Yes [ ] No [ √ ]**

**The      aggregate market value on July 2, 2006 (the last day of the registrant’s most      recently completed second quarter), of the voting and non-voting common equity      held by non-affiliates of the registrant was approximately $315 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.**

**19,895,056      shares of the registrant’s common stock, par value $1, were outstanding as of      February 28, 2007.**

**Portions      of the registrant’s definitive Proxy Statement for the annual meeting of      stockholders to be held on April 25, 2007, are incorporated in Part III by      reference.**

**The      index of exhibits can be found on pages 3-5.**

----

**EXPLANATORY      NOTE**

**PART      IV**

**Item      15.**
**Exhibits      and Financial Statement Schedules**

----

**SIGNATURES**

|                        |   | CHESAPEAKE                CORPORATION                                                                          |
|-----------------------------|--------|----------------------------------------------------------------------------------------------------------------|
|                        |   | (Registrant)                                                                                                   |
|                        |   |                                                                                                           |
| May                21, 2007 | By     | /s/                JOEL K. MOSTROM                                                                             |
|                        |   | Joel                K. Mostrom                                                                                 |
|                        |   | Senior                Vice President & Chief Financial Officer(Principal                Financial Officer) |

----

**EXHIBIT      INDEX**

| 2.1                                                                                                                                                                                                                                                                                                                                                                                         | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                                                                                                                                                                                                                                                                                                                                                                                         | Restated                Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Annual                Report on Form 10-K for the year ended December 30, 2001, and incorporated                herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.2                                                                                                                                                                                                                                                                                                                                                                                         | Amended                and Restated Bylaws of Chesapeake Corporation, as adopted February                13,                1990, with amendments through March 1, 2006 (filed as Exhibit 3.1                to the                Registrant’s Current Report on Form 8-K dated March 1, 2006, and                incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.1                                                                                                                                                                                                                                                                                                                                                                                         | Amended                and Restated Rights Agreement, dated as of February 21, 2001, between                the                Registrant and Computershare Investor Services, LLC, successor to                Harris                Trust and Savings Bank, as rights agent (filed as Exhibit 4.4 to                the                Registrant’s Annual Report on Form 10-K for the year ended December 31,                2000, and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2                                                                                                                                                                                                                                                                                                                                                                                         | Second                Amended and Restated Credit Agreement, dated as of February 23, 2004                (amending and restating the Amended and Restated Credit Agreement,                dated                as of February 8, 2001, as previously amended), among Chesapeake                Corporation, Chesapeake U.K. Holdings Limited, Chesapeake UK Acquisitions                PLC, Boxmore International Limited, and Field Group plc, as the Borrowers,                various financial institutions and other persons from time to time                parties                thereto, as the Lenders, Wachovia Bank, National Association, as                the                Administrative Agent, Bank of America, N.A. and Citicorp North America,                Inc., as the Syndication Agents, HSBC Bank plc, as the Documentation                Agent, and Wachovia Capital Markets, LLC, as a Co-Lead Arranger and                the                Sole Book Runner, and Banc of America Securities LLC and Citicorp                North                America, Inc, as Co-Lead Arrangers (filed as Exhibit 4.1 to the                Registrant’s Current Report on Form 8-K dated February 23, 2004, and                incorporated herein by reference)  |
| 4.3                                                                                                                                                                                                                                                                                                                                                                                         | Indenture,                dated as of November 19, 2001, between the Registrant and The Bank                of New                York, as Trustee (filed as Exhibit 4.1 to Form S-4 Registration Statement                No. 333-75296, and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.4                                                                                                                                                                                                                                                                                                                                                                                         | Indenture,                dated as of December 8, 2004, between the Registrant and Wachovia                Bank,                National Association, as Trustee (filed as Exhibit 4.4 to the Registrant’s                Annual Report on Form 10-K for the year ended January 2, 2005, and                incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.5                                                                                                                                                                                                                                                                                                                                                                                         | Form                of the Registrant’s 7% Senior Subordinated Notes due 2014 (filed as                Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the year                ended January 2, 2005, and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.6                                                                                                                                                                                                                                                                                                                                                                                         | Amendment                No. 2 dated February 23, 2006 to the Second Amended and Restated                Credit                Agreement dated February 23, 2004 (filed as exhibit 4.1 to the                Registrant’s Current Report on Form 8-K dated February 23, 2006 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, as amended and restated on February                27,                2007, (filed as Exhibit 10.4 to the Registrant’s Annual Report on Form                10-K for the year ended December 31, 2006, 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 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)                                                                                        |
| 10.7*  | Chesapeake                Corporation 1993 Incentive Plan (filed as Exhibit 4.1 to Form S-8                Registration Statement No. 33-67384, and incorporated herein by                reference)                                                                                                                                        |
| 10.8*  | Chesapeake                Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.1                to the Registrant’s Current Report on Form 8-K dated March 1, 2006, and                incorporated herein by reference)                                                                                      |
| 10.9*  | 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)                                                                                        |
| 10.10* | Chesapeake                Corporation 1997 Incentive Plan (filed as exhibit 4.5 to Form S-8                Registration Statement No. 333-30763, and incorporated herein by                reference)                                                                                                                                       |
| 10.11* | Amended                and Restated Executive Employment Agreement with J.P. Causey Jr.,                dated as                of April 22, 2003 (filed as Exhibit 10.4 to the Registrant’s Quarterly                Report on Form 10-Q for the quarter ended June 29, 2003, and incorporated                herein by reference)   |
| 10.12* | First                Amendment to Executive Employment Agreement with J.P. Causey Jr.,                dated as                of January 3, 2005 (filed as Exhibit 10.7 to the Registrant’s Current                Report on Form 8-K dated January 3, 2005, and incorporated herein                by                reference)      |
| 10.13* | Second                Amendment to Executive Employment Agreement with J.P. Causey Jr.,                dated as                of August 12, 2005 (filed as Exhibit 10.3 to the Registrant’s Quarterly                Report on Form 10-Q for the quarter ended July 3, 2005, and incorporated                herein by reference)    |
| 10.14* | Amended                and Restated Executive Employment Agreement with Andrew J. Kohut,                dated as                of April 22, 2003 (filed as Exhibit 10.3 to the Registrant’s Quarterly                Report on Form 10-Q for the quarter ended June 29, 2003, and incorporated                herein by reference)   |
| 10.15* | First                Amendment to Executive Employment Agreement with Andrew J. Kohut,                dated as                of January 3, 2005 (filed as Exhibit 10.9 to the Registrant’s Current                Report on Form 8-K dated January 3, 2005, and incorporated herein                by                reference)      |
| 10.16* | Second                Amendment to Executive Employment Agreement with Andrew J. Kohut,                dated as                of August 12, 2005 (filed as Exhibit 10.2 to the Registrant’s Quarterly                Report on Form 10-Q for the quarter ended July 3, 2005, and incorporated                herein by reference)    |
| 10.17* | Third                Amendment to Executive Employment Agreement with Andrew J. Kohut,                dated as                of December 13, 2005 (filed as Exhibit 10.4 to the Registrant’s Current                Report on Form 8-K dated December 12, 2005, and incorporated herein                by                reference)  |

----

| 10.18* | Amendments,                effective December 31, 2004, to the Chesapeake Corporation 401(k)                Restoration Plan (filed as Exhibit 10.20 to the Registrant's Current                Report on Form 8-K dated December 31, 2004, and incorporated herein                by                reference)                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.19* | Written                Statement of Terms and Conditions of Employment, dated as of October                24,                2003, with Neil Rylance, (filed as Exhibit 10.10 to the Registrant’s                Current Report on Form 8-K dated January 3, 2005, and incorporated                herein                by reference)                  |
| 10.20* | First                Amendment to Written Statement of Terms and Conditions of Employment                with                Neil Rylance, dated as of January 3, 2005 (filed as Exhibit 10.11                to the                Registrant’s Current Report on Form 8-K dated January 3, 2005, and                incorporated herein by reference)  |
| 10.21* | Executive                Employment Agreement, dated as of April 22, 2003, with Joel K. Mostrom                (filed as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K                dated January 3, 2005, and incorporated herein by reference)                                                                                        |
| 10.22* | First                Amendment to Executive Employment Agreement with Joel K. Mostrom,                dated as                of August 12, 2005 (filed as Exhibit 10.13 to the Registrant’s Current                Report on Form 8-K dated January 3, 2005, and incorporated herein                by                reference)                        |
| 10.23* | Second                Amendment to Executive Employment Agreement with Joel K. Mostrom,                dated as                of January 3, 2005 (filed as Exhibit 10.4 to the Registrant’s Quarterly                Report on Form 10-Q for the quarter ended July 3, 2005, and incorporated                herein by reference)                       |
| 10.24* | Chesapeake                Corporation 2005 Incentive Plan (incorporated herein by reference                from                Annex I of the Company’s definitive Proxy Statement filed pursuant to                Section 14(a) of the Exchange Act on March 25, 2005)                                                                                 |
| 10.25* | Named                Executive Officers’ and Directors’ compensation, (filed as Exhibit 10.25                to the Registrant’s Annual Report on Form 10-K for the year ended December                31, 2006, and incorporated herein by reference)                                                                                       |
| 11.1   | Computation                of Net Income Per Share of Common Stock, (filed as Exhibit 11.1 to                the                Registrant’s Annual Report on Form 10-K for the year ended December 31,                2006, and incorporated herein by reference)                                                                                       |
| 12.1   | Computation                of Ratio of Earnings to Fixed Charges, filed herewith                                                                                                                                                                                                                                                                               |
| 21.1   | Subsidiaries,                (filed as Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K for                the year ended December 31, 2006, and incorporated herein by                reference)                                                                                                                                             |
| 23.1   | Consent                of PricewaterhouseCoopers LLP, (filed as Exhibit 23.1 to the Registrant’s                Annual Report on Form 10-K for the year ended December 31, 2006,                and                incorporated herein by reference)                                                                                                     |
| 31.1   | Certification                of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,                filed                herewith                                                                                                                                                                                                                    |
| 31.2   | Certification                of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,                filed                herewith                                                                                                                                                                                                                    |
| 32.1   | Certifications                of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant                to                Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith                                                                                                                                                            |