8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 8, 2008

Chase Packaging Corporation

(Exact name of registrant as specified in its charter)

Texas	0-21609	93-1216127
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

636 River Road
Fair Haven, NJ	07704
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (732) 741-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.              Regulation FD Disclosure.

On May 8, 2008, Chase Packaging Corporation (the “Company”) issued a press release (the “Press Release”) announcing that its Board of Directors declared a semi-annual stock dividend on its outstanding Series A 10% Convertible Preferred Stock.  The full text of the Press Release is set forth in Exhibit 99.1 to this Current Report on Form 8-K.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.              Financial Statements and Exhibits

(d)Exhibits.

                The following exhibit is furnished with this Form 8-K:

                99.1         Press Release of the Company dated May 8, 2008.

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SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHASE PACKAGING CORPORATION
Date: May 13, 2008	By:	/s/ Ann C.W. Green
		Ann C.W. Green
		Assistant Secretary
		(Principal Financial and Accounting Officer)

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EX-99.1

Exhibit 99.1

Chase Packaging Corporation

FOR IMMEDIATE RELEASE

Chase Packaging Declares Semi-Annual

Stock Dividend on its Preferred Stock

Fair Haven, New Jersey — May 8, 2008  —  Chase Packaging Corporation, which trades over-the-counter under the symbol “CPKA” (“Pink Sheets”), today announced that its Board of Directors declared a semi-annual five percent stock dividend on its outstanding Series A 10% Convertible Preferred Stock (“Preferred Stock”).  Shareholders of record as of May 23, 2008, will receive the stock dividend for each share of Preferred Stock owned on that date, payable on May 30, 2008.

In addition, the Board of Directors corrected an oversight by declaring a stock dividend on the Preferred Stock owned by shareholders of record as of May 23, 2008, for the period between September 7, 2007, the date on which the Preferred Stock was initially issued, and November 30, 2007, the date on which the initial dividend was eligible to be paid.

Cash in lieu of fractional shares will be paid to shareholders.  As of May 8, 2008, Chase Packaging had 13,818 shares of Preferred Stock outstanding.

Chase ceased its prior packaging business operations as of December 31, 1997, and since that time the Company’s existence has been as a publicly traded development stage shell corporation.  Management of the Company is seeking to secure a suitable merger partner wishing to go public or attempt to acquire private companies to create investment value for the Company.  However, there is no assurance a transaction will be concluded.

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are based on our current expectations and projections about future events. All statements other than statements of historical fact included in this press release regarding the Company are forward looking statements. There can be no assurance that those expectations and projections will prove to be correct.

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CONTACT:

Chase Packaging Corporation

Ann C.W. Green (732) 741-1500

Chief Financial Officer