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, 1998

                                    OR

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


                      Commission file number 1-3203
                                     
                          CHESAPEAKE CORPORATION

     Incorporated under the laws                    I.R.S. Employer
          of Virginia                        Identification No. 54-0166880

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

Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange on
     Title of each class                           which registered

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

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


   Indicate by check mark whether the registrant (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.  Yes X No
   
   Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-K is not contained herein,  and  will  not  be
contained,  to the best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-K or any amendment to this Form 10-K. [X]
   
   The  aggregate  market value on February 26, 1999, of the  voting  stock
held  by non-affiliates of the registrant was $658 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.

   21,473,622 shares of the registrant's common stock, par value  $1,  were
outstanding as of February 26, 1999.

   Portions of the registrant's Annual Report to Stockholders for the  year
ended  December  31,  1998  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  28,  1999,  are
incorporated in Part III by reference.
                             PART I
Item 1.  Business

GENERAL

       Chesapeake   Corporation  (the  "Company"),   a   Virginia
corporation  organized  in  1918, is  primarily  engaged  in  the
manufacture  and  sale of value-added commercial tissue  products
and  specialty  packaging and displays; and Forest  Products  and
Land  Development.  The Company conducts its  business  in  three
industry  segments.  The business units included in 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  product  markets   that
management believes have growth potential or in which the Company
has   or   may   be  able  to  achieve  competitive   advantages.
Chesapeake's  strategy  is  to utilize  its  recycling  expertise
creatively,  to  differentiate itself  from  its  competition  by
designing and manufacturing products that are distinctive, and to
respond   to  changing  customer  requirements  by  providing   a
combination  of  products and services  that  it  believes  other
suppliers  cannot  provide.  Management  believes  this  strategy
allows  the Company to achieve greater profits and better utilize
Chesapeake's strengths. See "Management's Discussion and Analysis
of   Financial  Condition  and  Results  of  Operations"  of  the
Company's  1998 Annual Report to Stockholders (the  "1998  Annual
Report") incorporated herein by reference.
    
     Information   with   respect  to   business   segments   and
international sales and long-lived assets is presented in  "Notes
to  Consolidated  Financial Statements, Note 15-Business  Segment
Information" of the 1998 Annual Report and is incorporated herein
by  reference. Information with respect to the Company's  working
capital  practices  is set forth under the caption  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations,  Liquidity and Capital Resources" of the 1998  Annual
Report  and  is  incorporated herein by  reference.   Information
regarding the Company's anticipated capital spending is set forth
under  the  caption  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations, 1999 Outlook"  of
the 1998 Annual Report and is incorporated herein by reference.

RECENT COMPANY HISTORY

      Over the past several years Chesapeake repositioned itself,
reconfiguring  its  mix  of  business  from  that  of  a  natural
resources  based,  commodity  products  company  to  a  marketing
focused supplier of specialty products for selected markets.

      In  1995, Chesapeake expanded its Tissue segment  with  the
acquisition  of  paper  mills  in  Arizona  and  Illinois,  which
increased primary tissue production capacity by 90,000  tons  per
year,  or  approximately  50%. Further expansion  of  the  Tissue
segment  occurred in 1996 as new converting facilities in Arizona
and New York began full operation.

      Expansion in the Specialty Packaging segment over the  last
three  years  has  included:  new  graphic  packaging  plants  in
California  and  Mississippi; new custom  packing  operations  in
Tennessee, Pennsylvania, and Ohio; and the acquisitions of point-
of-sale   and   packaging   operations   in   Kentucky.   Capital
expenditures  intended  to  enhance efficiency,  and  to  improve
product  quality and productivity, were made at several  existing
packaging facilities during the same period.

     Chesapeake  expanded  internationally  for  the  first  time
during 1996, acquiring display and packaging facilities in Canada
and  France  as well as tissue converting operations  in  Mexico.
Included in these acquisitions were the operations of the  former
Display Division of Dyment Limited, with locations in Canada  and
the United States.  In 1996, Chesapeake also purchased the point-
of-sale  display  and packaging businesses of Sailliard  S.A.,  a
French manufacturer.  The businesses acquired included operations
specializing  in  the  design and manufacture  of  permanent  and
temporary  point-of-sale displays; the design and manufacture  of
rigid  boxes,  with a focus on perfume, champagne, and  specialty
products customers; and the design, printing, and manufacture  of
folding   cartons   for  the  luxury  goods  and   pharmaceutical
industries.   These businesses, known collectively as  Chesapeake
Europe,  S.A., complement the Specialty Packaging segment's  U.S.
operations by offering customers global packaging solutions.  The
Tissue  segment's operations located in Mexico were  acquired  in
late  1996 from Jokel Desarrollos, S.A. de C.V. and Ambitec, S.A.
de C.V.

      In  February  1998, CP acquired substantially  all  of  the
assets,  and assumed certain liabilities, of Rock City  Box  Co.,
Inc.,  in  Utica,  NY.   This operation  manufactures  corrugated
containers,  trays,  and  pallets,  as  well  as  wood  and  foam
packaging products. In November 1998, the Company acquired all of
the outstanding capital stock of Capitol Packaging Corporation, a
specialty packaging company in Denver, CO.
     
     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 strategy of focusing  on
its faster-growing packaging and tissue operations. The sale also
reduced  the  capital intensity and cyclicality of the  Company's
mix   of   businesses.   See  "Notes  to  Consolidated  Financial
Statements, Note 2 - Acquisitions and Divestitures" of  the  1998
Annual Report, incorporated herein by reference.

      During  1997, the Company recorded restructuring and  other
special  charges  related  primarily to its  Specialty  Packaging
segment  that  provided  for  costs  associated  with  management
reorganization  and  the  closures of one  point-of-sale  display
facility  and  one  graphic packaging facility.   See  "Notes  to
Consolidated  Financial Statements, Note  13  -  Commitments  and
Other Matters" of the 1998 Annual Report, incorporated herein  by
reference.

      During 1998, the Company recorded a restructuring charge as
a  result  of  a  management review of its Tissue  and  Specialty
Packaging   segments,  which  included  organization   and   cost
structures,  facility  utilization, and product  offerings.   See
"Notes   to   Consolidated  Financial  Statements,  Note   13   -
Commitments  and  Other  Matters"  of  the  1998  Annual  Report,
incorporated herein by reference.
     
     The  Company  is currently evaluating strategic alternatives
regarding   the   Forest   Products/Land  Development   segment's
timberlands and building products businesses.
     
     In  January 1999, the Company announced plans to build a new
tissue  mill  and  converting facility in Halifax  County,  North
Carolina.  Also, in January 1999, the Company made  an  offer  to
acquire  all  of  the outstanding shares of Field  Group  plc,  a
leading  European  packaging company  with  headquarters  in  the
United  Kingdom.   In  February 1999, the Company  increased  its
offer.   On March 5, 1999, the Company announced it had  received
shareholder  acceptances, received irrevocable  undertakings,  or
acquired shares totaling 88% of the outstanding share capital  of
Field   Group  PLC  and  therefore  declared  the  offer   wholly
unconditional.  See "Notes to Consolidated Financial  Statements,
Note   14  -  Subsequent  Events"  of  the  1998  Annual  Report,
incorporated herein by reference.
    
TISSUE SEGMENT
    
    Chesapeake's  Tissue  segment, which  consists  of  Wisconsin
Tissue  Mills Inc. and Wisconsin Tissue de Mexico, S.A.  de  C.V.
(collectively, "Wisconsin Tissue" or "WT"), produces  tissue  for
industrial and commercial markets including full-menu  and  fast-
food  restaurants, hotels, motels, clubs, health care facilities,
schools,  office  locations,  and  commercial  airlines.    Print
quality  and  the ability to deliver a full range of products  to
customers   quickly   throughout  North  America   are   critical
capabilities.
    
    Operations  of  the Tissue segment include:  paper  mills  in
Menasha,  WI, Flagstaff, AZ, and Chicago, IL; and converting  and
distribution facilities in Neenah, WI, Bellemont, AZ,  Greenwich,
NY,  and Toluca, Mexico.  The combined operations sell over 2,200
products,  including  napkins, tablecovers, toweling,  placemats,
wipers,  and  facial  and  bathroom tissue.   Wisconsin  Tissue's
products  are  sold  throughout the United  States,  Canada,  and
Mexico   using   a   dedicated  sales   force   and   independent
distributors.
    
    The  raw  material  for the paper manufactured  by  Wisconsin
Tissue is 100% recovered paper.  Tissue operations require  major
investments  in paper machines, fiber preparation equipment,  and
converting  equipment.  Wisconsin Tissue's seven  paper  machines
manufacture  various  weights  and  grades  of  tissue  that   is
converted  on approximately 150 specialized machines.   Shipments
of  converted products by Wisconsin Tissue were 299,000  tons  in
1998, 268,000 tons in 1997, and 253,000 tons in 1996.
    
SPECIALTY PACKAGING SEGMENT

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

Chesapeake Display and Packaging

      CD&P  designs, manufactures, and, in some cases, packs  and
distributes  display  and promotional  units  that  are  used  as
marketing   tools  in  supermarkets,  video  stores,  convenience
stores,  and other retail locations.  Point-of sale displays  are
free-standing  and highlight or advertise a specific  product  or
set  of products for customers.  Most point-of-sale displays  are
temporary   and   are   used  to  support  a   specific   product
advertisement  or  roll-out.  However,  they  can  also  be  more
permanent  when  constructed out of wood and/or  plastic.  Design
creativity,  strength,  and high quality  printing  are  critical
capabilities.

     CD&P  operates  a network of sixteen design,  manufacturing,
assembly,  packaging, and distribution facilities throughout  the
United  States and Europe and provides its customers with a  wide
range  of products and services, including graphic and structural
design,  in-house  manufacturing, project  management,  assembly,
custom packing, and distribution.
     
     CD&P  also  designs  and manufactures  light-weight  graphic
packaging  that is used by consumer products companies  to  pack,
store,  stack,  and  display  retail products.   Litho-laminated,
printed  corrugated packaging is preferred by mass  merchandisers
because of its superior graphic appearance and stacking strength.
     
     As with point-of sale displays, CD&P offers turn-key service
to   its   graphic  packaging  customers  by  providing   CAD-CAM
mechanical design, digital art board, graphic design, die making,
product testing, and full customer support.  CD&P operates  three
dedicated  graphic packaging facilities in Visalia, CA, Richmond,
IN,  and  Pelahatchie, MS, that are capable of servicing national
accounts.
     
     Chesapeake Europe produces point-of-sale displays, rigid and
luxury  boxes, and specialty folding cartons in seven  facilities
in  France, primarily for consumer and luxury goods producers  in
France.
     
Chesapeake Packaging
     
     CP  consists  of  ten corrugated shipping  container  plants
located  in seven states, which manufacture corrugated boxes  and
specialty  packaging primarily for customers within each  plant's
regional area.
     
FOREST PRODUCTS/LAND DEVELOPMENT SEGMENT

     Chesapeake's   Forest   Product/Land   Development   segment
consists   of  Chesapeake  Forest  Products  Company,  Chesapeake
Building   Products  Company,  Delmarva  Properties,   Inc.   and
Stonehouse Inc.

Chesapeake Forest Products

       Chesapeake  Forest  Products  Company  ("CFPC")  owns  and
actively   manages  approximately  321,000  acres  of  timberland
located   in  Virginia,  Maryland,  and  Delaware.   Chesapeake's
forests  are  managed to maximize the harvest of sawtimber  using
environmentally sound, modern forestry methods.

      Approximately  98%  of  CFPC's external  sales  consist  of
pulpwood  sales  to  St. Laurent.  CFPC also  produces  sawtimber
which it sells internally to Chesapeake Building Products.

Chesapeake Building Products

     Chesapeake Building Products Company operates three sawmills
in  Virginia  and  Maryland,  which  primarily  manufacture  pine
lumber.   Over  50% of the sawtimber processed at  the  mills  is
purchased  from CFPC. The remainder is purchased from independent
timber  owners.  Sawmill products are sold by an  internal  sales
force to independent brokers and retailers.

Delmarva Properties, Inc. and Stonehouse Inc.

     Delmarva  Properties, Inc. and Stonehouse Inc.  develop  and
market  land  that is expected to be more valuable when  used  as
developed  property than as timberland.  Delmarva  Properties  is
currently  developing  approximately  5,200  acres  in  Virginia,
Maryland, and Delaware, primarily for residential housing.  Sales
include  large lots and acreage for third parties to develop  for
both  residential  and  commercial uses.  Another  major  project
involves  the development of a 3,200 acre mixed-use site  in  New
Kent, VA.
     
     Stonehouse  Inc.  is a 50% partner in a joint  venture  with
Dominion  Capital, Inc. to develop a 7,600 acre planned community
in  James  City  County, VA. The majority of the  land  currently
being developed by both of Chesapeake's land development entities
was  timberland  formerly  owned by  Chesapeake  Forest  Products
Company.
     
RISKS AND UNCERTAINITIES

      The  information presented under the caption  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations, Risk Management" and "Notes to Consolidated Financial
Statements, Note 1(j)-Risks and Uncertainties" of the 1998 Annual
Report is incorporated herein by reference.

RAW MATERIALS

     Most of the Company's raw materials are readily available at
competitive  market  prices.  The  raw  material  for  the  paper
manufactured  by  the  Tissue segment  is  100%  recovered  paper
purchased  from  independent dealers  and  brokers  on  the  open
market.  Prices of recovered paper remained at moderate levels in
1997  and  1998.  The  primary raw materials  for  the  Specialty
Packaging segment are linerboard and corrugating medium, which is
converted  to  make  the walls of the packaging  unit.   The  raw
materials for the Specialty Packaging segment are purchased  from
various suppliers at market prices.
     
ENVIRONMENTAL

    Chesapeake   has  a  strong  commitment  to  protecting   the
environment.  The Company has an environmental audit  program  to
monitor  compliance with environmental laws and regulations.  The
Company is committed to abiding by the environmental, health, and
safety  principles  of the American Forest &  Paper  Association.
Each expansion project has been planned to comply with applicable
environmental regulations and to enhance environmental protection
at  existing  facilities.  The Company faces  increasing  capital
expenditures  and  operating costs to comply with  expanding  and
more  stringent  environmental regulations,  although  compliance
with existing environmental regulations is not expected to have a
material  adverse  effect  on the Company's  earnings,  financial
position, cash flows, or competitive position.

    The  Comprehensive Environmental Response,  Compensation  and
Liability  Act  ("CERCLA")  and similar  state  "Superfund"  laws
impose  liability, without regard to fault or to the legality  of
the  original action, on certain classes of persons (referred  to
as  potentially responsible parties or "PRPs") associated with  a
release  or threat of a release of hazardous substances into  the
environment. Financial responsibility for the clean-up  or  other
remediation  of  contaminated property or  for  natural  resource
damages  can  extend  to  previously owned  or  used  properties,
waterways, and properties owned by third parties, as well  as  to
properties  currently  owned  and  used  by  a  company  even  if
contamination  is  attributable  entirely  to  prior  owners.  As
discussed below, the U.S. Environmental Protection Agency ("EPA")
has  given  notice of its intent to list the lower Fox  River  in
Wisconsin  on the National Priorities List under CERCLA  and  has
identified WT as a PRP.

     Except  for the Fox River matter, the Company has  not  been
identified  as a PRP at any CERCLA-related sites. However,  there
can  be no assurance that the Company will not be named as a  PRP
at  any  other sites in the future, or that the costs  associated
with  additional  sites would not be material  to  the  Company's
financial position, results of operations, or cash flows.

     In June 1994, the United States Department of Interior, Fish
and   Wildlife  Service  ("FWS"),  a  federal  natural  resources
trustee,  notified WT that it had identified WT  and  four  other
companies   located  along  the  lower  Fox  River  in  northeast
Wisconsin  as  PRPs  for purposes of natural resources  liability
under  CERCLA  arising from alleged releases  of  polychlorinated
biphenyls  ("PCBs") in the Fox River and Green Bay  System.   Two
other  companies subsequently received similar notices  from  the
FWS.   The  FWS  and  other  governmental  and  tribal  entities,
including  the State of Wisconsin, allege that natural resources,
including endangered species, fish, birds, tribal lands, or lands
held  by  the  United States in trust for various Indian  tribes,
have  been  exposed  to PCBs that were released  from  facilities
located along the lower Fox River.  The FWS is proceeding with  a
natural  resource damage assessment with respect to  the  alleged
discharges.   On  January 31, 1997, the FWS notified  WT  of  its
intent  to file suit, subject to final approval by the Department
of  Justice,  against  WT  to recover  alleged  natural  resource
damages.   WT and other PRPs are engaged in discussions with  the
parties asserting trusteeship of the natural resources concerning
the damage assessment and the basis for resolution of the natural
resource damage claims.

      WT  and other PRPs are also engaged in discussions with the
State  of  Wisconsin  with  respect to resolving  possible  state
claims  concerning remediation, restoration and natural  resource
damages  related to the alleged discharge of PCBs  into  the  Fox
River and Green Bay System.  Under an interim agreement with  the
State  of Wisconsin, the PRPs are providing funds for an  interim
phase  of resource damage assessment and restoration work.   WT's
obligation  under the agreement is not material to the  Company's
financial position or results of operations.

      On  June 18, 1997, the EPA announced that it was initiating
the process of listing the lower Fox River on the CERCLA National
Priorities  List  of hazardous waste sites.  The  EPA  identified
several  PRPs,  including WT.  By early 1998,  the  EPA  and  the
Wisconsin Department of Natural Resources ("DNR") had initiated a
remedial investigation/ feasibility study ("RI/FS") of the  lower
Fox River site.

      On February 26, 1999, the DNR released for public comment a
draft  RI/FS  for the lower Fox River site.  In the draft  RI/FS,
the  DNR  reviewed and summarized several categories of  possible
remedial  alternatives for the site, estimated  to  cost  in  the
range  of  $143 million to $721 million, but did not  identify  a
preferred  remedy.  (As required by applicable  regulations,  the
draft RI/FS also includes a "no action" alternative that does not
entail  remediation costs, but the Company does not believe  that
the  "no action" alternative will be selected).  There can be  no
assurance that many of the cost estimates in the draft RI/FS will
not  differ significantly from actual costs.  Public comments  on
the  draft RI/FS must be submitted by April 12, 1999.  WT intends
to   submit   its   comments  prior  to  that  deadline.    After
consideration of public comment, the draft RI/FS may  be  revised
to  add  to,  delete  or  amend  the  alternatives  for  managing
contaminated  sediments.  Later this year, after  finalizing  the
RI/FS,  the DNR and the EPA are expected to announce a  preferred
remedial  alternative in a Proposed Remedial  Action  Plan.   The
Proposed Remedial Action Plan will be subject to a public comment
period,  and  enforcement of any definitive Remedial Action  Plan
may be subject to judicial review.

      The  largest components of the costs of the more  expensive
clean-up   alternatives  presented  in  the   draft   RI/FS   are
attributable  to  large-scale  sediment  removal,  treatment  and
disposal.   Based  on  current information and  advice  from  its
environmental consultants, WT believes that an aggressive  effort
to remove substantial amounts of PCB-contaminated sediments (most
of  which  are  buried under cleaner material  or  are  otherwise
unlikely  to  move),  as  contemplated  by  certain  alternatives
presented   in   the   draft  RI/FS,  would  be   environmentally
detrimental  and therefore inappropriate.  Instead,  WT  believes
that   less   intrusive  alternatives  are  more  environmentally
appropriate, cost effective and responsible methods  of  managing
risks attributable to sediment contamination.

     The ultimate cost to WT associated with these matters cannot
be  predicted  with certainty at this time, due to  uncertainties
with  respect  to:   which, if any, of the remedial  alternatives
presented   in   the   draft  RI/FS  will  be  implemented,   and
uncertainties  associated with the actual costs of  each  of  the
potential  alternatives; the outcome of  the  federal  and  state
natural  resource damage assessments; WT's share  of  any  multi-
party  clean-up/restoration expenses; the timing  of  any  clean-
up/restoration;   the  evolving  nature  of  clean-up/restoration
technologies  and  governmental  regulations;  controlling  legal
precedent;  the  extent to which contribution will  be  available
from  other  parties; and the scope of potential recoveries  from
insurance  carriers  and prior owners of WT.   While  such  costs
cannot  be  predicted with certainty at this  time,  the  Company
believes  that the ultimate clean-up/restoration costs associated
with  the  lower Fox River site may exceed $100 million  for  all
PRPs in the aggregate.  Under CERCLA, each PRP generally will  be
jointly  and severally liable for the full amount of the clean-up
costs,  subject to a right of contribution from the  other  PRPs.
In   practice,  PRPs  generally  negotiate  among  themselves  to
determine  their  respective  contributions  to  any  multi-party
cleanup/restoration,   based   upon   factors   including   their
respective contributions to the alleged contamination  and  their
ability  to  pay.  Based on presently available information,  the
Company  believes that several of the named PRPs will be able  to
pay  substantial  shares toward remediation and restoration,  and
that there are additional parties, some of which have substantial
resources, that may also be jointly and severally liable.

     The Company also believes that it is entitled to substantial
indemnification  from a prior owner of WT, pursuant  to  a  stock
purchase   agreement  between  the  parties,  with   respect   to
liabilities  related to this matter.  The Company  believes  that
the  prior  owner intends to, and has the financial  ability  to,
honor  its  indemnification obligation under the  stock  purchase
agreement.

      Based  on  presently  available  information,  the  Company
believes  that  if  any remediation/restoration  is  done  in  an
environmentally  appropriate,  cost  effective  and   responsible
manner, the matter is unlikely to have a material adverse  effect
on  the  Company's financial position, liquidity  or  results  of
operations.   However,  because of  the  uncertainties  described
above,  there  can  be no assurance that WT's ultimate  liability
with respect to the lower Fox River site will not have a material
adverse effect on the Company's financial position, liquidity  or
results of operations.

     The  EPA  has stated its intent to develop additional  draft
rules  under  the Clean Water Act and the Clean  Air  Act,  which
would  impose  new air and water quality standards for  pulp  and
paper  mills  (the  "Cluster Rules"). The eventual  capital  cost
impact  on the Company of compliance with the additional  Cluster
Rules  is not presently determinable and will depend on a  number
of factors, including the scope of the standards imposed and time
permitted  for  compliance;  the  Company's  strategic  decisions
related to compliance, including potential changes in product mix
and market; and development in compliance technology.

     In  March  1998,  WT's Chicago, IL, tissue mill  received  a
Notice  of Violation from EPA alleging violation of the  Illinois
State  Implementation Plan as adopted pursuant to the  Clean  Air
Act.  The  alleged  violation involves the emission  of  volatile
organic  material. WT is in the process of negotiating a possible
resolution  of the alleged violation with EPA. The ultimate  cost
to  WT,  if any, associated with the alleged violation cannot  be
determined  with certainty at this time due to the absence  of  a
determination  that  there  has  been  a  violation,  and,  if  a
violation  is  found  to have occurred, a  determination  of  the
appropriate  capture and control techniques or  other  corrective
action  and  the  cost thereof, and the amount of  any  penalties
imposed  by  EPA. WT believes that it is entitled to  significant
indemnification for any costs or expenses incurred with regard to
this matter from the prior owner of the Chicago mill and that the
prior   owner   has   the   financial  ability   to   honor   its
indemnification obligation.

On July 17, 1998, WT's Menasha, WI, tissue mill received a Notice
of  Violation from the Wisconsin Department of Natural  Resources
("WDNR")  alleging  violations  involving  emission  of  volatile
organic compounds and reporting requirements. WT has resolved the
alleged violations by agreement with WDNR without a finding  that
violations   occurred  and  without  significant   financial   or
operational effects on WT.

EMPLOYEES

     As  of  December 31, 1998, the Company had 5,557  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  union  representing
employees   in   Menasha,  WI.  During  1998,  Wisconsin   Tissue
implemented  an enhanced retirement program for certain  salaried
employees.  See "Notes to Consolidated Financial Statements, Note
6  - Employee Retirement and Postretirement Benefits" of the 1998
Annual Report, incorporated herein by reference.

COMPETITION AND SEASONALITY

     Chesapeake  has  many customers who buy its products.   With
the  exception  of  CFPC's pulpwood sales  to  St.  Laurent,  the
Company  is  not dependent on any single customer,  or  group  of
customers,   in  any  of  its  business  segments.   Longstanding
relationships  exist with many customers who place  orders  on  a
continuing   basis.   Because  of  the  nature  of   Chesapeake's
businesses,  order backlogs are not large. The third  quarter  of
each  year  usually  generates 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    competes    by
differentiating  itself  through product design  and  exceptional
customer service.  The Company believes that competitive  factors
in  the  industries  in which it competes preclude  a  meaningful
estimate  of the number of competitors and 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.



TRADEMARKS

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

Item 2.  Properties

     At  year-end  1998, Chesapeake manufactured its products  at
multiple facilities in 17 states, Canada, Mexico, and France. The
information  presented under "Operating Locations"  in  the  1998
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 10 - Litigation" of the 1998  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 28, 1999, together with a brief description of the
principal occupation or employment of each such person during the
past five years, is set forth below.  Executive officers serve at
the  pleasure of the board of directors and are generally elected
at each annual organizational meeting of the board of directors.

Thomas H. Johnson (49)
  President and Chief Executive Officer since 1997
  Vice Chairman, Riverwood International Corporation(1996-1997)
  President and Chief Executive Officer, Riverwood
  International Corporation (1989-1996)
Octavio Orta (54)
  Executive Vice President-Display & Packaging since 1998
  President of Chesapeake Display & Packaging Company since 1998
  Senior Vice President-Coated Board Sales & Packaging
  Operations Groups, Riverwood International
  Corporation(1995-1998)
  Senior Vice President, Europe and Asia/Pacific, Riverwood
  International Corporation (1993-1995)
William A. Raaths (52)
  Executive Vice President-Tissue Products since 1998
  President-Wisconsin Tissue Mills Inc. since 1995
  Group Vice President-Tissue Products (1995-1998)
  Executive  Vice  President-Wisconsin Tissue Mills  Inc.  (1994-
  1995)
  President, Chesapeake Consumer Products Company (1989-1994)
J. P. Causey Jr. (55)
  Senior Vice President, Secretary & General Counsel since 1995
  Vice President, Secretary & General Counsel (1986-1995)
Andrew J. Kohut (40)
  Senior  Vice  President-Strategic  Business  Development  since
  1998
  Group Vice President-Specialty Packaging & Merchandising
  Services (1996-1998)
  Group  Vice  President-Finance & Strategic  Development  (1995-
1996)
  Chief Financial Officer (1991-1996)
  Vice President-Finance (1991-1995)
Robert F. Schick (56)
          Senior Vice President-Containers since 1998
  President of Chesapeake Packaging Co. since 1996
  Vice President-Containers (1997-1998)
  Vice President-Operations Chesapeake Packaging Co. (1988-1996)
William T. Tolley (41)
  Senior Vice President-Finance & Chief Financial Officer since
  1998
  Group  Vice President-Finance & Chief Financial Officer  (1996-
  1998)
  Vice President, Finance & Chief Financial Officer, Carrier
  Corporation, North American Operations, a division of United
  Technologies (1995-1996)
  Vice  President & Chief Financial Officer, Carrier  Transicold,
  a division of United Technologies (1991-1995)

Jack C. King (56)
  Vice President - Forest Resources since 1998
  President of Chesapeake Forest Products Company since 1996
  President of Chesapeake Building Products Company since 1990
  Vice  President  of  Cheapeake Forest Products  Company  (1989-
  1996)
Thomas A. Smith (52)
  Vice  President-Human  Resources &  Assistant  Secretary  since
  1987
                             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 1998 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, 1999, there were 6,681 stockholders of record of
the Company's common stock.
    
    The  Company has certain loan agreements related to a portion
of its debt, none of which materially limit the Company's ability
to   pay   dividends.   See  "Notes  to  Consolidated   Financial
Statements,  Note 4 - Long-Term Debt" of the 1998 Annual  Report,
incorporated herein by reference.
    

Item 6.  Selected Financial Data

    The  information for the years 1994-1998 presented under  the
caption  "Eleven-Year  Comparative Record"  of  the  1998  Annual
Report is incorporated herein by reference.


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

    The  information  presented under the  caption  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations" of the 1998 Annual Report, except the information set
forth  under the caption "Environmental" therein, is incorporated
herein by reference.  The information set forth under the caption
"Environmental"  in  Item 1 - "Business" of  this  Form  10-K  is
incorporated herein by reference.


Item 8. Financial Statements and Supplementary Data

    The  Consolidated Financial Statements of the Company and its
subsidiaries,  including the notes thereto, and  the  information
presented  under  the caption "Recent Quarterly Results"  of  the
1998  Annual  Report, are incorporated herein by reference.   The
"Report of Independent Accountants" as presented in the Company's
1998 Annual Report is 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",  "Directors  Continuing  in  Office",  and
"Section 16(a) Beneficial Ownership Reporting Compliance" of  the
Company's  definitive Proxy Statement for the Annual  Meeting  of
Stockholders  to  be  held  April  28,  1999  (the  "1999   Proxy
Statement"),  and  the information presented  under  the  caption
"Executive Officers of the Registrant" in Part I of this Form 10-
K, is incorporated herein by reference.


Item 11.  Executive Compensation
    
    The  information  presented under the captions  "Compensation
of  Directors"  and "Executive Compensation" of  the  1999  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
1999 Proxy Statement is incorporated herein by reference.


Item 13.  Certain Relationships and Related Transactions

    The   information   presented  under  the  caption   "Certain
Relationships  and  Related  Transactions"  of  the  1999   Proxy
Statement is incorporated herein by reference.

                             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, 1998 and 1997, and  the  related
                   consolidated  statements of  income,  retained
                   earnings, and comprehensive income,  and  cash
                   flows  for  each  of the three  years  in  the
                   period ended December 31, 1998, including  the
                   notes  thereto,  are  presented  in  the  1998
                   Annual  Report and are incorporated herein  by
                   reference.    The   "Report   of   Independent
                   Accountants" as presented in the  1998  Annual
                   Report  is  incorporated herein by  reference.
                   With   the  exception  of  the  aforementioned
                   information,  and the information incorporated
                   by  reference in numbered Items 1, 2, 3, 5, 6,
                   7  and  8  of  this Form 10-K, no  other  data
                   appearing in the 1998 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,  1998,  is  found on page 20  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  on
                   Financial  Statements Schedules" with  respect
                   to  the foregoing schedule is found on page 19
                   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 21-
                   23   hereof.    Exhibits   10.1-10.16   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 17, 1999

                                   By  /s/ WILLIAM T. TOLLEY
                                       William T. Tolley
                                       Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities indicated.


By  /s/ ROBERT L. HINTZ            By  /s/  WALLACE STETTINIUS
    Robert L. Hintz                    Wallace Stettinius
    Director                           Director


By  /s/ THOMAS H. JOHNSON          By  /s/ RICHARD G. TILGHMAN
   Thomas H. Johnson                   Richard G. Tilghman
    Director; Chief Executive          Director
    Officer and President


By  /s/ WILLIAM D. McCOY           By  /s/ JOSEPH P. VIVIANO
    William D. McCoy                   Joseph P. Viviano
    Director                           Director


By  /s/ JOHN W. ROSENBLUM          By  /s/ HARRY H. WARNER
    John W. Rosenblum                  Harry H. Warner
    Director                           Chairman of the Board


By  /s/ FRANK S. ROYAL             By  /s/ WILLIAM T. TOLLEY
    Frank S. Royal                     William T. Tolley
    Director                                               Chief
                                   Financial and
                                   Accounting Officer


Each of the above signatures is affixed as of February 17, 1999.





Report of Independent Accountants on
Financial Statement Schedule


To the Board of Directors
of Chesapeake Corporation:

Our  audits of the consolidated financial statements referred  to
in  our  report  dated February 12, 1999 appearing  in  the  1998
Annual  Report  to Shareholders of Chesapeake Corporation  (which
report and consolidated financial statements are incorporated  by
reference  in this Annual Report on Form 10-K) also  included  an
audit  of  the  financial  statement  schedule  listed  in   Item
14(a)(ii)  of  this  Form  10-K.  In our opinion,  the  financial
statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction  with  the
related consolidated financial statements.


                               /s/ PricewaterhouseCoopers LLP


Richmond, Virginia

February 12, 1999
                                
                                
             CHESAPEAKE CORPORATION AND SUBSIDIARIES
                           SCHEDULE II
                VALUATION AND QUALIFYING ACCOUNTS
                                
     (A)              (B)             (C)          (D)           (E)
                                   Additions
                    Balance at     charged to
                    beginning      costs and                    Balance
Description         of year        expenses       Deductions  end of year
                         (In millions)

Valuation accounts deducted
 from assets to which they
 apply - for doubtful accounts
 receivable

Year Ended:

December 31, 1996     $3.2            $1.7         $ .2         $4.7
December 31, 1997     $4.7            $2.6         $1.4         $5.9
December 31, 1998     $5.9            $1.4         $3.2         $4.1








                          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

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   Amended and Restated Credit Agreement, dated as of March 15,
      1999,  among Chesapeake Corporation, Chesapeake UK Holdings
      Limited, Various Lenders, and First Union National Bank  as
      Administrative Agent

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

The  registrant agrees to furnish to the Securities and  Exchange
Commission, upon request, copies of those agreements defining the
rights  of  holders of long-term debt of the Registrant  and  its
subsidiaries  that  are  not  filed  herewith  pursuant  to  Item
601(b)(4)(iii) of Regulation S-K.

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

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

10.3  Non-Employee Director Stock Option Plan (filed  as  Exhibit
      4.1  to  Form S-8 Registration Statement No. 33-53478,  and
      incorporated herein by reference)


10.4  Executive  Supplemental Retirement Plan (filed  as  Exhibit
      VI  to the Registrant's Annual Report on Form 10-K for  the
      year  ended December 28, 1980, and incorporated  herein  by
      reference)

10.5  Retirement  Plan  for Outside Directors (filed  as  Exhibit
      10.9  to  the Registrant's Annual Report on Form  10-K  for
      the  year ended December 31, 1987, and incorporated  herein
      by reference)

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

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

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

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

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

10.11 Chesapeake Corporation 1997 Incentive Plan (filed as
      Exhibit 4.5 to Form S-8 Registration Statement No. 333-
      30763 and incorporated herein by reference)
      
10.12 Agreement with Thomas H. Johnson (filed as Exhibit 10.1  to
      the  Registrant's  Quarterly Report on Form  10-Q  for  the
      quarter  ended September 30, 1997, and incorporated  herein
      by reference)

10.13 Agreement with J. Carter Fox (filed as Exhibit 10.14 to
      the Registrant's Annual Report on Form 10-K for the year
      ended December 31, 1997, and incorporated herein by
      reference)

10.14 Agreement with Robert F. Schick (filed as Exhibit 10.1
      to the Registrant's Quarterly Report on Form  10-Q for the
      quarter ended June 30, 1998, and incorporated herein by
      reference)

10.15 Agreement with Jack C. King (filed as Exhibit 10.2 to
      the Quarterly Report on Form 10-Q for the quarter ended June
      30, 1998, and incorporated herein by reference)

10.16 Amendment to Agreement with Jack C. King (filed as  Exhibit
      10.1 to the Registrant's Quarterly Report on Form 10-Q  for
      the  quarter  ended  October  31,  1998,  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, 1998

18.1  Letter    re    change   in   accounting   principle    from
      PricewaterhouseCoopers LLP

21.1  Subsidiaries

23.1  Consent of PricewaterhouseCoopers LLP

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, 1998