EXHIBIT 99.2
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                                               EFiled:  Mar 14 2006 12:44 PM EST
                                                         Transaction 1D 10790625

                IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY


ROBERT KELLY, individually and on behalf    ss.
of all others similarly situated,           ss.


                                Plaintiff,  ss.

         v.                                 ss. CIVIL ACTION NO.

DMITRY TIMOSHENKO, OKTAY                    ss.
MOVSUMOV, BORIS ZILBERMINTS,                ss.
PETER G. DILLING, ALAN D. BERLIN,           ss.
LUKOIL OVERSEAS HOLDING                     ss.
LTD., and CHAPARRAL RESOURCES, INC.,        ss.


                               Defendants.  ss.


                             CLASS ACTION COMPLAINT
                             ----------------------

     Plaintiff, as and for his Class Action Complaint, alleges as follows upon
personal knowledge as to himself and his own acts, and as to all other matters,
upon information and belief:

                              SUMMARY OF THE ACTION

     1. This is a stockholder class action brought by plaintiff on behalf of the
public shareholders of Chaparral Resources, Inc. ("Chaparral" or the "Company"),
against Chaparral, its directors, and the Company's majority shareholder. This
action seeks equitable relief only.

     2. This action arises out of defendants' unlawful actions in attempting to
complete the sale of Chaparral to its majority shareholder Lukoil Overseas
Holding Ltd. ("Lukoil") (the "Proposed Acquisition") at a grossly inadequate and
unfair price, based on an unfair process designed to ensure that Lukoil, and
only Lukoil, continues to participate in Chaparral's improving financial
condition. Defendants' actions, in providing Lukoil and certain directors with

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preferential treatment at the expense of, and which is unfair to, the minority
shareholders, is un1awful and a breach of defendants' fiduciary duties to
Chapparel's public stockholders.

     3. As owner of nearly 63 percent of the outstanding stock of Chaparral and
controlling three of the five members of the Company's Board of Directors (the
"Board"), defendant Lukoil controls and dominates the Company and its Board. As
a result, the Proposed Acquisition is subject to the entire fairness standard of
review which, as explained herein, defendants cannot meet.

     4. As this complaint alleges, in pursuing the unlawful plan to sell the
Company to Lukoil for grossly inadequate consideration, and employing an unfair
process without the benefit of an independent special committee or a vote of the
non-affiliated Chaparral stockholders, each of the defendants violated
applicable law by directly breaching and/or aiding the other defendants'
breaches of their fiduciary duties of loyalty, candor, due care, independence,
good faith and fair dealing.

     5. In essence, the Proposed Acquisition is the product of a hopelessly
flawed process that is designed to ensure the sale of Chaparral to Lukoil, on
terms preferential to Lukoil, and to subvert the interests of plaintiff and the
other public stockholders of Chaparral.

                                   THE PARTIES

     6. Plaintiff Robert Kelly is the owner of common stock of Chaparral and has
been the owner of such shares at all relevant times.

     7. Chaparral is a Delaware corporation with its principal place of business
in White Plains, New York. The Company was founded in 1972 and engages in the
exploration, development, and production of oil and gas. It explores Karakuduk
Field, a 16,900-acre oil field in the Republic of Kazakhstan. As of December 31,
2004, the company had estimated proved reserves of approximately 40.59 million
barrels. The Company's common stock is traded on NASDAQ Over-the-Counter
Bulletin Board under the symbol CHAR.OB. The Company is majority owned and
controlled (62.98%) by Caspian Resources Investments Ltd., a wholly-owned
subsidiary of Lukoil.

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<PAGE>


     8. Defendant Dimitry Timoshenko ("Timoshenko") is and has been at all
material times a director of the Company. Timoshenko is an employee of Lukoil
who was appointed following the resignation of three members from the Board in
December 2005.

     9. Defendant Oktay Movsumov ("Movsumov") is and has been at all material
times a director of the Company. Movsumov is an employee of Lukoil who was
appointed following the resignation of three members from the Board in December
2005.

     10. Defendant Boris Zilbermints ("Zilbermints") is and has been at all
material times a director of the Company and its Chief Executive Officer.
Zilbermints is an employee of Lukoil who was appointed following the resignation
of three members from the Board in December 2005.

     11. Defendant Peter Dilling ("Dilling") is and has been at all material
times a director of the Company. From 1995 to 1997, Dilling held various
positions with Chaparral, including Vice Chairman of the Board. Since 2000,
Dilling has served as President and Chief Executive Officer and as a director of
Trinidad Exploration and Development, Ltd., an oil and gas exploration company.
Dilling has served as President and Chief Executive Officer, and as a Director
of Anglo-African Energy, Inc., an exploration and production company, since
1999. Prior to joining Anglo-African, Dilling was President and a director of
M-D International Petroleum, Inc., an exploration and production company, from
1994 to 1997.

     12. Defendant Alan D. Berlin ("Berlin") is and has been at all material
times a director of the Company. Since 1995, Berlin has been a partner of the
law firm Aitken Irvin Berlin & Vrooman, LLP., which provides outside legal
services to Chaparral, the payments for which during fiscal year 2004 amounted
to $126,000. Berlin served as a Director of Chaparral in 1997 and was the
Secretary of Chaparral from January 1996 to August 1997. Since June 1998, Berlin
has served Chaparral in the same position. From 1985 to 1987, Berlin was the
President of the International Division of Belco Petroleum Corp. and held
various other positions with Belco Petroleum Corp. and Belco Oil and Gas Corp.
from 1977 to 2001.

     13. The Individual Defendants (named herein in paragraphs 8-12), as
officers and/or directors of the Company, and Lukoil as the Company's majority
stockholder, stand in a fiduciary relationship to Plaintiff and the Company's
other public stockholders and owe them the highest fiduciary obligations of good
faith, fair dealing, due care, loyalty, and full and candid disclosure.

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<PAGE>


                            CLASS ACTION ALLEGATIONS

     14. Plaintiff brings this action pursuant to Court of Chancery Rule 23, on
plaintiff's own behalf and as a class action on behalf of all other public
stockholders of the Company (except defendants herein and any persons, firm,
trust, corporation, or other entity related to or affiliated with them and their
successors in interest), who are or will be threatened with injury arising from
defendants' wrongful actions, as more fully described herein (the "Class").

     15. This action is properly maintainable as a class action for the
following reasons:

         (a) The Class is so numerous that joinder of all members is
impracticable. As of November 9, 2005, there were issued and outstanding an
aggregate of over 38 million shares of common stock of the Company. There are
likely hundreds of beneficial holders of Chaparral common stock scattered
throughout the country.

         (b) There are questions of law and fact which are common to the Class
including, inter alia, the following:

            (i) whether the entire fairness standard applies to the Proposed
Acquisition in light of the fact Lukoil is the Company's majority, controlling
and dominating shareholder and stands on both sides of the transaction;

            (ii) whether defendants can meet their burden of demonstrating a
fair process and fair price in connection with the Proposed Acquisition;

            (iii) whether a truly independent special committee was appointed by
the Chaparral Board;

            (iv) if a special committee was appointed, whether the special
committee exercised real bargaining power with Lukoil;

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<PAGE>


            (v) whether defendants have breached their fiduciary duties of
undivided loyalty, independence or due care with respect to plaintiff and the
other members of the Class in connection with the Proposed Acquisition;

            (vi) whether the Individual Defendants are unjustly enriching
themselves and other insiders or affiliates of Chaparral;

            (vii) whether Lukoil, as the majority and controlling shareholder of
Chaparral, has breached and is breaching its fiduciary duties to Chaparral's
shareholders by attempting to consummate the Proposed Acquisition for an
inadequate price;

            (viii) whether defendants have breached any of their other fiduciary
duties to plaintiff and the other members of the Class in connection with the
Proposed Acquisition, including the duties of candor, good faith, and fair
dealing; .

            (ix) whether plaintiff and the other members of the Class would
suffer irreparable injury were the transaction complained of herein consummated.

         (c) Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. Plaintiff's claims
are typical of the claims of the other members of the Class and the Plaintiff
has the same interests as the other members of the Class. Accordingly, Plaintiff
is an adequate representative of the Class and will fairly and adequately
protect the interests of the Class.

         (d) The prosecution of separate actions by individual members of the
Class would create the risk of inconsistent or varying adjudications with
respect to individual members of the Class which would establish incompatible
standards of conduct for defendants, or adjudications with respect to individual
members of the Class which would as a practical matter be dispositive of the
interests of the other members not parties to the adjudications or substantially
impair or impede their ability to protect their interests.

         (e) Defendants have acted, or refused to act, on grounds generally
applicable to, and causing injury to, the Class and, therefore, preliminary and
final injunctive relief on behalf of the Class as a whole is entirely
appropriate.

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<PAGE>


                             SUBSTANTIVE ALLEGATIONS

                                   THE COMPANY

     16. Chaparral is an extraordinarily profitable public company, and is
likely to continue to be profitable in the years to come. For example, when the
Company announced its financial results for the quarter ending September 30,
2005, the following was disclosed:

         (a)  For results of operations for the three months ended September 30,
2005 compared to the three months ended September 30, 2004:

          o    Net income of $13.32 million compared to a net income of $3.56
               million; and

          o    Revenues were $50.44 million for the third quarter of 2005
               compared with $22.08 million for the third quarter of 2004.

         (b) For results of operations for the nine months ended September 30,
2005 compared to the nine months ended September 30, 2004:

          o    Net income of $23.75 million compared to a net income of $5.49
               million; and

          o    Revenues were $107.92 million for the nine months to September
               30, 2005 compared with $55.16 million for the nine months to
               September 30, 2004.

     17. The Company's financial results for the quarter ended June 30, 2005
were no less stellar. Specifically:

         (a) For results of operations for the three months ended June 30, 2005
compared to the three months ended June 30, 2004:

          o    Net income of $6.60 million compared to a net income of $1.30
               million; and

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<PAGE>


          o    Revenues were $33.16 million for the second quarter of 2005
               compared with $17.47 million for the second quarter of 2004.

         (b) For results of operations for the six months ended June 30, 2005
compared to the six months ended June 30, 2004

          o    Net income of $10.44 million compared to a net income of $1.93
               million; and

          o    Revenues were $57.49 million for the first half of 2005 compared
               with $33.08 million for the first half of 2004.

     18. Indeed, prior to the announcement of the Proposed Acquisition, as the
following chart demonstrates, Chapparal's stock is up 150% over the past year:





                                  [CHART/GRAPH]





     19. Perhaps more importantly, just weeks prior to the announcement of the
Proposed Acquisition, the Company's stock price traded above the merger
consideration ($5.80 per share in cash) on the following dates:

              ------------------------  ------------------------
                        Date                   Price (US$)
              ------------------------  ------------------------
                      01-23-06                    6.48
              ------------------------  ------------------------
                      01-20-06                    6.45
              ------------------------  ------------------------
                      01-19-06                    6.16
              ------------------------  ------------------------
                      01-18-06                    6.23
              ------------------------  ------------------------
                      01-17-06                    5.98
              ------------------------  ------------------------


     20. Finally, on the same day that the Proposed Acquisition was announced,
the Company issued a press release entitled "Chaparral Resources announces
unaudited preliminary 2005 results and update to proved reserves." The press
release highlighted the following remarkable financial results:

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<PAGE>


          o    92% increase in total revenue - $150.6 million for the year ended
               December 31, 2005 (2004: $78.5 million);

          o    262% increase in net income - $30.8 million ($0.77 per share on a
               fully diluted basis) for the year ended December 31, 2005,
               compared to $8.5 million ($0.22 per share) for year ended
               December 31, 2004;

          o    Record annual production - An increase of 25% to 3,534,000
               barrels, net of royalties, from 2,835,000 barrels net in 2004;

          o    12% increase in proved reserves to 45.3 million barrels of oil,
               net of royalties (as at December 31,
                           2005)

          o    Total well stock at December 31, 2005 rises to 80 including 61
               producers and nine water injection wells.

     21. Commenting on the annual results for Chaparral, defendant Zilbermints,
CEO of Chaparral said:

     During 2005[,] Chaparral has increased production to over 12,000 barrels
     per day from the Karakuduk field by the year end and plans to continue to
     invest in the Karakuduk field throughout 2006.

                                      * * *

     The Company has benefited from a 20% increase in sales volumes and the
     general rise in oil prices over 2005. This has led to a 92% increase in net
     revenues to $151 million in 2005 from $78 million in 2004 and a 186%
     increase in income from operations to $80 million for the year ended
     December 31, 2005 from $28 million in 2004.

                            THE PROPOSED ACQUISITION

     22. Despite evidence of the Company's success and potential for even
greater growth, on March 13, 2006, just three months after Lukoil became
majority shareholder through its purchase of Nelson Resources Limited,
defendants issued a press release entitled "Chaparral Resources and Lukoil enter
into a definitive agreement to merge." The release stated in part:

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<PAGE>


     WHITE PLAINS, NY, March 13 /PRNewswire-FirstCall/- Chaparral Resources,
     Inc. (OTCBB: CHAR - News), an exploration and development company operating
     in Kazakhstan, today announced that it has entered into a definitive
     agreement with LUKOIL Overseas Holding Ltd. ("Lukoil") dated March 13, 2006
     to effect a merger into a wholly owned subsidiary of Lukoil. On the
     effective date of this merger, all issued and outstanding common stock of
     Chaparral will be exchanged for $5.80 per share in cash, resulting in a
     payment to minority shareholders of approximately $88.646 million.

     The transaction is subject to the approval of a meeting of stockholders
     expected to be held in May 2006. At this meeting the approval of 50% of the
     outstanding shares will be required to vote in favour of the merger for it
     to become effective. Closing is subject to certain other conditions
     including the receipt of all regulatory approvals and consents.

     The merger agreement contains customary provisions prohibiting Chaparral
     from soliciting any other acquisition proposals but allows the Board of
     Directors to recommend a superior proposal if it is required to do so to
     avoid breaching its fiduciary duties and upon payment of a termination fee
     of $2.5 million plus costs, subject to a maximum amount of $3 million.

     A Special Committee of the Board of Directors has negotiated the terms of
     the agreement with Lukoil. The Special Committee has retained independent
     counsel and received a fairness opinion from its independent financial
     advisor, Petrie Parkman & Co., Inc. The financial advisor to the Special
     Committee has advised that the offer to shareholders of Chaparral is fair,
     from a financial point of view.

     Subject to stockholder approval and satisfaction of conditions precedent to
     the merger agreement, the proposed transaction is expected to complete in
     May 2006.

     23. Based on the fact that 63% of the Company's shares are owned and
controlled by Lukoil, and only 50% of the shares are required to vote in favor
of the Proposed Acquisition for it to be approved, the Proposed Acquisition is a
fait accompli.

     24. The consideration offered in the Proposed Acquisition, however, is
wholly inadequate and fails to offer fair value to the Company's shareholders
for their equity interests in Chaparral.

     25. It is clear, then, that the Individual Defendants and Lukoil have timed
the proposal to freeze out Chaparral's public shareholders in order to
aggrandize themselves and capture for themselves Chaparral's future potential
without paying an adequate or fair price to the Company's public shareholders.

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<PAGE>


     26. The Individual Defendants and Lukoil have access to internal financial
information about Chaparral, its true value, expected increase in true value and
the benefits of continued ownership of Chaparral to which plaintiff and Class
members are not privy, and are using such inside information to benefit
themselves in this transaction, to the detriment of the Chaparral's public
stockholders.

     27. Lukoil and its designees on the Board, by reason of their control of
the voting power of the Company, have clear and material conflicts of interest
and are acting to better their own interests at the expense of Chaparral's
public shareholders.

     28. Lukoil and its designees on the Board, with the acquiescence of the
remaining Individual Defendants, are engaging in self-dealing and not acting in
good faith toward plaintiff and the other members of the Class. By reason of the
foregoing, defendants have breached and are breaching their fiduciary duties to
the members of the Class.

     29. Lukoil and its designees on the Board all have clear and material
conflicts of interest in the Proposed Acquisition as Lukoil is the majority,
controlling and dominating shareholder of the Company and has the power to
influence the entire Board of Chaparral as well as the Company's proxy
machinery. Lukoil and its designees on the Board are acting to better their own
interests at the expense of Chaparral's public shareholders. They are in a
position to dictate the terms of the Proposed Acquisition, and the remaining
directors are beholden to Lukoil for their positions and the perquisites which
they enjoy therefrom and cannot represent or protect the interest of the
Company's public shareholders with impartiality and vigor.

     30. While a special committee of purportedly independent directors was
purportedly formed by the Board to negotiate the Proposed Acquisition, it is
entirely irrelevant as any member (thus far undisclosed) would have obvious
conflicts of interest, in light of, inter alia, their allegiance to the other
Chaparral board members and Lukoil. Thus, the Proposed Acquisition is
procedurally flawed and unfair. Indeed, by the simple fact that the special

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<PAGE>


committee did not ensure that a majority of the minority vote was required to
approve and consummate the Proposed Acquisition, the special committee's
ineffectiveness is clear.

     31. Simply put, the aforesaid Proposed Acquisition is in furtherance of an
unfair plan by Lukoil to take the Company private, which, if not enjoined, will
result in the improper elimination of the public stockholders of Chaparral in a
transaction that is inherently unfair to them and that is the product of the
defendants' conflicts of interest and breach of fiduciary duties. as described
herein. More particularly, the transaction is in violation of the Individual
Defendants' fiduciary duties and has been timed and structured unfairly in that:

         (a) The Proposed Acquisition is designed and intended to eliminate
members of the Class as stockholders of the Company from continued equity
participation in the Company for cash consideration which, and the individual
Defendants know or should know, is grossly unfair and inadequate;

         (b) Lukoil, by virtue of, among other things, its voting and ownership
power, controls and dominates the Board of Directors of Chaparral;

         (c) The Individual Defendants have unique knowledge of the Company and
have access to information denied or unavailable to the Class. Without all
material information, Class members are unable to determine whether the price
offered in the transaction is fair;

         (d) The individual Defendants have violated their duty of fair dealing
by manipulating the timing of the transaction to benefit Lukoil at the expense
of plaintiff and the Class; and

         (e) The Individual Defendants have failed to disclose material
information to the Company's shareholders in connection with the Proposed
Acquisition.

     32. Lukoil and its Board designees, with the acquiescence of the remaining
Individual Defendants, are engaging in self-dealing and not acting in good faith
toward plaintiff and the other members of the Class. By reason of the foregoing,
defendants have breached and are breaching their fiduciary duties to the members
of the Class.

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<PAGE>


     33. Because Lukoil dominates and controls the business and corporate
affairs of Chaparral, and is in possession of private corporate information
concerning Chaparral's assets, business and future prospects, there exists an
imbalance and disparity of knowledge and economic power between it and the
public shareholders of Chaparral which makes it inherently unfair for it to
pursue any proposed transaction wherein it or any third party will reap
disproportionate benefits to the exclusion of maximizing stockholder value.

     34. As a result of the actions of defendants, plaintiff and the Class will
suffer irreparable injury in that they have not and will not receive their fair
portion of the value of Chapparal's assets and businesses and have been and will
be prevented from obtaining a fair price for their common stock.

     35. Unless enjoined by this Court, the defendants will continue to breach
their fiduciary duties owed to plaintiff and the Class, and may consummate the
Proposed Acquisition which will exclude the Class from its fair share of
Chaparral's valuable assets and businesses, and/or benefit them in the unfair
manner complained of herein, all to the irreparable harm of the Class, as
aforesaid.

     36. Plaintiff and the other members of the Class have no adequate remedy at
law.

     WHEREFORE, Plaintiff demands judgment and preliminary and permanent relief,
including injunctive relief, in Plaintiff's favor and in favor of the Class and
against Defendants as follows:

     A. Declaring that this action is properly maintainable as a class action,
and certifying Plaintiff as Class representative and Plaintiff's counsel as
Class Counsel;

     B. Declaring and decreeing that the Merger Agreement was entered into in
breach of the fiduciary duties of the Individual Defendants and is therefore
unlawful and unenforceable;

     C. Enjoining Defendants and all those acting in concert with them from
consummating the Merger Agreement and the Proposed Acquisition on the terms
presently proposed;

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<PAGE>


     D. To the extent the Proposed Acquisition is consummated prior to this
Court's entry of judgment, rescinding it or granting the Class rescissory
damages;

     E. Directing the Individual Defendants to exercise their fiduciary duties
to obtain a transaction which is in the best interests of shareholders until the
process for the sale of the Company is completed and the highest possible price
is obtained;

     F. Directing the Individual Defendants to exercise their fiduciary duty to
disclose all material information in their possession concerning the Proposed
Acquisition prior to the shareholder vote on the same, including the Company's
FY 2005 financial results;

     G. Awarding Plaintiff the costs and disbursements of this action, including
reasonable attorneys' and experts' fees and expenses; and

     H. Granting such other and further relief as this Court may deem just and
proper.

Dated:  March 14, 2006

                                   ROSENTHAL, MONHAIT & GODDESS, P.A.


                                   By:  /s/  Carmella P. Keener
                                       ------------------------------------
                                             Carmella P. Keener (DSBA No. 2810)
                                             919 North Market Street. Suite 1401
                                             P.O. Box 1070
                                             Wilmington, Delaware 19899-l070
                                             (302) 656-4433
                                             Attorneys for Plaintiff


OF COUNSEL:

LERACH COUGHLIN STOIA GELLER
RUDMAN & ROBBINS, LLP
Jonathan M. Stein
Stuart A. Davidson
197 S. Federal Highway, Suite 200
Boca Raton, FL 33432
(561) 750-3000

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