EX 99.1





          U. S. SECURITIES AND EXCHANGE COMMISSION

                  WASHINGTON, D. C.  20549



                          FORM 11-K



     [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
     SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]

         for the fiscal year ended November 30, 1999

                             OR

   [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
    SECURITIES AND EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

      for the transition period from _______ to _______

               Commission file number 2-79636



            HOURLY EMPLOYEES' STOCK PURCHASE PLAN



                   CHESAPEAKE CORPORATION
                    1021 East Cary Street
                       P. O. Box 2350
               Richmond, Virginia  23218-2350


            HOURLY EMPLOYEES' STOCK PURCHASE PLAN


Administration of the Plan:

  The  Plan  is administered by the Hourly Employees'  Stock
  Purchase  Plan  Committee  (the  "Committee")  under   the
  direction   of  the  Board  of  Directors  of   Chesapeake
  Corporation  (the "Corporation").  At November  30,  1999,
  the Committee members were:

                Name                      Address

       Thomas  A.  Smith* (1)       Richmond, Virginia 23218

       J. P.  Causey Jr. (2)        Richmond, Virginia 23218

       William  T.  Tolley (3)      Richmond, Virginia 23218

       (1)   Mr.  Smith is Vice President - Human  Resources
       of the Corporation.

       (2)   Mr.  Causey is Senior Vice President, Secretary
       & General Counsel of the Corporation.

       (3)  Mr. Tolley is Senior Vice President - Finance  &
       Chief Financial Officer of the Corporation.

       *Committee Chairman

  Committee  members  are appointed  by  and  serve  at  the
  pleasure  of  the  Board of Directors of the  Corporation.
  Committee  members  are employees of the  Corporation  and
  receive  no  additional compensation for  serving  on  the
  Committee.   The  Plan provides that the Corporation  will
  indemnify members of the Committee to the same extent  and
  on  the  same  terms as it indemnifies  its  officers  and
  directors by reason of their being officers and directors.

Financial Statements and Exhibits:

  (a)  Financial statements:

       Hourly Employees' Stock Purchase Plan:

       Statements of Financial Condition
       Statements of Changes in Plan Equity

  (b)     Exhibits:

       See   Exhibit  23.1  to  the  Chesapeake  Corporation
       Annual  Report  on  Form  10-K  for  the  year  ended
       December   31,   1999  for  consent  of   independent
       accountants.








                             -1-

                         SIGNATURES





Pursuant to the requirements of the Securities Exchange  Act
of  1934, the members of the Committee have duly caused this
annual report to be signed by the undersigned hereunto  duly
authorized.





                    HOURLY EMPLOYEES' STOCK PURCHASE PLAN



                    By:    /s/ Thomas A. Smith
                           -------------------
                               Thomas A. Smith, Chairman of the
                               Committee





February 18, 2000
































                             -2-

Report of Independent Accountants




To the Hourly Employees' Stock
Purchase Plan Committee:


In  our  opinion, the accompanying statements  of  financial
condition  and  the related statements of  changes  in  plan
equity  present  fairly,  in  all  material  respects,   the
financial  position of the Hourly Employees' Stock  Purchase
Plan  (the "Plan") as of November 30, 1999 and 1998 and  the
changes  in plan equity for each of the three years  in  the
period   ended   November  30,  1999,  in  conformity   with
accounting  principles  generally  accepted  in  the  United
States.   These  financial statements are the responsibility
of  the  Plan's management; our responsibility is to express
an  opinion  on  these  financial statements  based  on  our
audits.   We  conducted our audits of  these  statements  in
accordance  with  auditing standards generally  accepted  in
the United States which require that we plan and perform the
audit  to  obtain  reasonable assurance  about  whether  the
financial statements are free of material misstatement.   An
audit   includes  examining,  on  a  test  basis,   evidence
supporting  the  amounts and disclosures  in  the  financial
statements,  assessing the accounting  principles  used  and
significant estimates made by management, and evaluating the
overall  financial statement presentation.  We believe  that
our  audits  provide  a  reasonable basis  for  the  opinion
expressed above.



                    By:  /s/ PricewaterhouseCoopers LLP
                         ------------------------------
                         PricewaterhouseCoopers LLP






Richmond, Virginia
February 18, 2000


















                             -3-
HOURLY EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
November 30, 1999 and 1998
                                            1999     1998
                                           ------   ------
Asset:
 Funds held by Chesapeake Corporation and
   participating subsidiaries (Note 3)      $3,797   $5,199
                                          ======== ========
Plan Equity                                 $3,797   $5,199
                                          ======== ========

STATEMENTS OF CHANGES IN PLAN EQUITY
For the years ended November 30, 1999, 1998 and 1997
                                          1999    1998     1997
                                         ------  ------   ------
Contributions:
 Employees, net of refunds             $317,213 $325,114 $301,928
 Employer: $92,296 in 1999, $105,007
   in 1998 and $144,964 in 1997; less
   withheld taxes of $37,610, $42,753
  and $59,132, respectively              54,686   62,254   85,832
                                         ------   ------   ------
                                        371,899  387,368  387,760
Deductions:
 Purchase and distribution to
  participants at year end of 11,297
  shares in 1999 ($30.63 per share),
  10,876 shares in 1998 ($35.45 per
  share), and 11,764 shares in 1997
  ($32.89 per share) of common stock of
 Chesapeake Corporation (Note 1)        346,043  385,551  386,907

 Net transfers to Salaried Employees'
   Stock Purchase Plan                   10,607    1,216      516
  Net distribution due to sale of
   Chesapeake Building Products
   Company (Note 6)                      16,651        -        -
 Net transfer due to sale to St.
   Laurent Paperboard Inc. (Note 7)           -        -    7,961
                                         ------   ------   ------
                                        373,301  386,767  395,384
                                         ------   ------   ------
   (Decrease) increase in plan equity    (1,402)     601   (7,624)

Plan equity, beginning of year            5,199    4,598   12,222
                                         ------   ------   ------
      Plan equity, end of year           $3,797   $5,199   $4,598
                                         ======   ======   ======

The accompanying notes are an integral part of these
financial statements.
                             -4-

NOTES TO FINANCIAL STATEMENTS


   1.   Description of the Plan:

   The   stockholders   of   Chesapeake   Corporation   (the
   "Corporation") have approved the Hourly Employees'  Stock
   Purchase  Plan  (the  "Plan") and  reserved  a  total  of
   900,000  shares  of the Corporation's  common  stock  for
   sale  to  eligible hourly employees, as defined,  of  the
   Corporation    and   participating   subsidiaries    (the
   "Employer").

   The   Plan   is   administered  by   a   committee   (the
   "Committee")  appointed  by the  Corporation's  Board  of
   Directors.   Participants  in  the  Plan,  which   became
   effective  in  December  1982, are  permitted  to  invest
   between   one   and   five   percent   of   their   basic
   compensation,  as defined.  The Employer  contributes  to
   the Plan, as of the end of the Plan Year (see Note 3),  a
   percentage  (determined  by the Committee  of  the  Plan,
   generally  30% to 50%) of the participant's  contribution
   reduced  by amounts required to be withheld under  income
   tax,   Federal  Insurance  Contributions  Act   tax   and
   comparable  laws.  The combined amount becomes  available
   to  purchase from the Corporation, shares of  its  common
   stock  at  a  price equal to the average of  the  closing
   prices  of  such  common  stock on  the  New  York  Stock
   Exchange (composite tape) for the 20 consecutive  trading
   days  immediately  preceding the last  day  of  the  Plan
   Year.   The funds held by the Employer at the end of  the
   year  represent  the remaining amounts  in  participants'
   accounts  after the purchase of whole shares as the  Plan
   does  not provide for the purchase of fractional  shares.
   A  participant  may  terminate his participation  in  the
   Plan  at  any time.  Upon termination, the Employer  will
   return   his  contributions  and  the  participant   will
   forfeit  all rights to any contribution which would  have
   been made at the end of the plan year.

   As  of  November 30, 1999, 695,155 shares (11,297  shares
   in  the  current year and 683,858 in prior years) of  the
   Corporation's  common  stock had been  issued  under  the
   Plan   and  204,845  shares  were  available  for  future
   issuance.

   Hourly  paid employees of certain divisions of Chesapeake
   Display and Packaging Company, Chesapeake Packaging  Co.,
   and  Chesapeake Building Products Company  were  eligible
   to  become  participants in the Hourly  Employees'  Stock
   Purchase  Plan  provided  that such  employees  otherwise
   meet the requirements for participation set forth in  the
   Plan.

   2.   Plan Year:

   The fiscal year of the Plan ends each November 30.

   3.   Funds Held by Chesapeake Corporation and
        Participating Subsidiaries:

   Funds  received or held by the Employer with  respect  to
   the   Plan   may  be  used  for  any  corporate  purpose;
   therefore,  the Plan does not prevent the  Employer  from
   creating a lien on these funds.






                             -5-

NOTES TO FINANCIAL STATEMENTS, Continued


   4.   Taxes and Expenses:

   The  Plan  is not qualified under Section 401(a)  of  the
   Internal  Revenue  Code  and  is  not  subject   to   the
   provisions  of  the Employee Retirement  Income  Security
   Act  of 1974.  The Employer's contribution, when made  to
   the  Plan,  is  taxable  to  a  participant  as  ordinary
   income.   Purchases  of stock by the Plan  result  in  no
   gain  or  loss  to  the participant;  therefore,  no  tax
   consequences  are incurred by a participant upon  receipt
   of   stock   purchased  under  the  Plan.   Sale   by   a
   participant  of  shares  acquired  under  the  Plan  will
   result  in  a  gain  or loss in an amount  equal  to  the
   difference between the sale price and the price paid  for
   the  stock  acquired pursuant to the Plan.  The  Plan  is
   not subject to income taxes.

   Expenses  of  administering the Plan  are  borne  by  the
   Employer.

   5.   Contributions to the Plan:

   Contributions  (net of withheld taxes and  refunds)  were
   as follows:

                        1999               1998               1997
                 ------------------ ------------------ ------------------
                 Employer Employees Employer Employees Employer Employees
Chesapeake
 Corporation
Subsidiaries:
 Chesapeake
  Display and
  Packaging
  Company        $47,224  $276,150  $46,623  $262,825  $69,759  $236,640
 Chesapeake
  Packaging Co.    4,958    27,352   11,284    37,521   11,067    36,869
 Chesapeake
  Building
  Products
  Company          2,504    13,711    4,347    24,768    5,006    28,419
                 -------  --------  -------  --------  -------  --------
  Totals         $54,686  $317,213  $62,254  $325,114  $85,832  $301,928
                 =======  ========  =======  ========  =======  ========

6.     Sale of Chesapeake Building Products Company:

   On  July 30, 1999, the Corporation completed the sale  of
   its   Building   Products  business.    The   Corporation
   distributed  the accumulated 1998 carryover employee  and
   employer  contributions and 1999  employee  and  employer
   contributions  which  were  made  to  the  Plan  to   the
   Building Products participants prior to the date  of  the
   sale.

7.     Sale to St. Laurent Paperboard Inc.:

   On  May 22, 1997, the Corporation sold certain kraft  and
   packaging  facilities  to  St.  Laurent  Paperboard  Inc.
   ("St.   Laurent").   The  Corporation   transferred   the
   accumulated   1996   carryover  employee   and   employer
   contributions  and  1997 employee contributions  made  to
   the Plan prior to the date of the sale to St. Laurent.




                             -6-

NOTES TO FINANCIAL STATEMENTS, Continued


8.   Subsequent Events:

   On  February 18, 2000, the Company contributed its litho-
   laminated  business of Chesapeake Display  and  Packaging
   Company   to   a   joint-venture   with   Georgia-Pacific
   Corporation.    The  Corporation  will   distribute   the
   accumulated  employee and employer  contributions  as  of
   March 31, 2000, to the applicable participants.





















































                             -7-