SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission File Number 0-21609

CHASE PACKAGING CORPORATION

(Exact name of registrant as specified in its charter)

Texas	93-1216127
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

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

Registrant's telephone number, including area code: 732-741-1500

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value (Title of Class)

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-B is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

Issuers revenues for the most recent fiscal year - $ N/A

The aggregate market value of voting stock held by non-affiliates of the registrant as of December 31, 2004 was $ N/A

Indicate by check mark whether the registrant has filed all documents and reports required by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X N

As of December 31, 2004, the registrant had outstanding 8,627,275 shares of Common Stock ($.10 par value)

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Chase Packaging Corporation ("Chase" or the "Company"), is a Texas corporation which was engaged in the specialty packaging business, primarily as a supplier of packaging products to the agricultural industry. During 1997, the Company commenced an orderly liquidation of its assets as described below.

History

Chase Packaging Corporation (the "Company") was established in July of 1993 as a wholly owned subsidiary of TGC Industries, Inc. ("TGC") of Plano, Texas. On July 30, 1993, the Company purchased certain assets of Union Camp Corporation's Chase Packaging division ("Chase Bag"), for a purchase price of approximately $6.14 million. The assets purchased included substantially all of the business of weaving and constructing Saxolin ^® paper mesh and polypropylene plastic mesh bagging material for agricultural and industrial applications and substantially all of the properties related to Chase Bag. The properties acquired by Chase consisted of Union Camp's plant facilities located in Portland, Oregon, and Idaho Falls, Idaho, and all machinery, equipment, and inventories connected with these facilities.

The Company had experienced losses for the past years, and the Company's secured lender decided not to renew the Company's operating line of credit. The Company's Board of Directors therefore determined that it was in the best interest of the Company and all of its creditors to liquidate in an orderly fashion.

Effective July 21, 1997, the Company sold its operations at Idaho Falls, Idaho, to Lockwood Packing Corporation ("Lockwood"), as a going concern. The assets sold included substantially all of the Company's equipment, furniture, fixtures, and other assets located in the Idaho Falls, Idaho facility for a total of $75,000. In addition, the Company sold inventory from the Idaho Falls operation to Lockwood for $255,000. The proceeds from these sales were used to pay down the Company's loan balance with its bank.

On July 25, 1997, the Company notified its creditors by mail that the Company would begin an orderly liquidation of all of its remaining assets outside of a formal bankruptcy or receivership proceeding in a manner which is intended to maximize the asset values. The Company retained the firm of Edward Hostmann, Inc. to assist the Company in such liquidation.

The Board of Directors is currently devoting its efforts to establishing a new business and accordingly, the Company is being treated as a development stage company, in accordance with Statement of Financial Accounting Standards No. 7, effective January 1, 1999.

ITEM 2. DESCRIPTION OF PROPERTY.

None.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted by the Company during the fourth quarter of the fiscal year ended December 31, 2004 to a vote of the Company's security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock was eligible to commence trading under the symbol "CPKA" on March 10, 1997 and the first trade occurred on March 10, 1997, at $.04 per share. The number of shareholders of record as of December 31, 2004 was not known. As a result of the events detailed above, the Company’s securities trade on an extremely limited basis.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:

The Company experienced cash losses for many years in spite of numerous infusions of working capital and an aggressive program of inventory and expense reduction. During 1997, the Board of Directors determined that an orderly liquidation was in the best interest of the Company and all of its creditors and retained the firm of Edward Hostmann, Inc. to assist the Company in such liquidation. Accordingly, the Company ceased all operations with the close of business on June 30, 1997.

As part of the liquidation process, effective July 21, 1997, the Company sold most of its assets in Idaho Falls, Idaho (excluding real estate) to Lockwood Packaging Corporation for $330,000. The Company also sold the Idaho Falls real estate (land and building). During July and August of 1997 Chase sold most of its inventory in Portland to other packaging companies. The Company also sold its band label extruder for $125,000 with remaining inventory and machinery and equipment sold at an August 14 auction for gross proceeds of approximately $340,000. As of December 31, 1997, the Company had completed the liquidation of all of its assets.

Effective January 1, 1999, the Board of Directors has been devoting its efforts to establishing a new business and accordingly, the Company is being treated as a development stage company, in accordance with Statement of Financial Accounting Standards No. 7, as of that date. The Company continues to pay for minor administrative expenses and is generating interest income on its remaining cash balance.

As a result of the sale of common shares in a private placement and the exercise of common stock purchase warrants during the last quarter of 2001 as well as additional capital contributions and loan proceeds during 2002, 2003 and 2004 the Company’s cash balance as of December 31, 2004 was $734.

ITEM 7. FINANCIAL STATEMENTS.

CHASE PACKAGING CORPORATION

FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

- INDEX TO FINANCIAL STATEMENTS -

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements:

Balance sheets	F-3

Statements of Operations	F-4

Statements of Shareholders’ Equity	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements.	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Shareholders

Chase Packaging Corporation

We have audited the accompanying balance sheets of Chase Packaging Corporation (A Development Stage Company) as of December 31, 2004 and 2003 and the related statements of operations, shareholders’ equity (deficit) and cash flows for each of the two years ended December 31, 2004 and 2003 and the development stage period (from January 1, 1999 to December 31, 2004). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chase Packaging Corporation as of December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the years ended December 31, 2004 and 2003 and for development stage period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 the Company’s recurring losses from operations and its dependency on future financing raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

______________________________

LAZAR LEVINE & FELIX LLP

New York, New York

March 14, 2005

F-2

CHASE PACKAGING CORPORATION

(A Development Stage Company)

BALANCE SHEETS

AS OF DECEMBER 31, 2004 AND 2003

	2004			2003
- ASSETS -

CURRENT ASSETS:
Cash and cash equivalents	$	734		$	1,074

TOTAL ASSETS	$	734		$	1,074



- LIABILITIES AND SHAREHOLDERS' (DEFICIT) -


CURRENT LIABILITIES:
Accrued expenses	$	11,905		$	25,982

TOTAL CURRENT LIABILITIES		11,905			25,982


CONVERTIBLE NOTES PAYABLE		12,500			-


COMMITMENTS AND CONTINGENCIES


SHAREHOLDERS' (DEFICIT):
Preferred stock $1.00 par value; 4,000,000 shares authorized		-			-
Common stock $.10 par value, 25,000,000 shares authorized, 8,627,275 shares issued and outstanding		862,728			862,728
Additional paid-in capital		2,757,275			2,757,275
Common stock subscribed		8,000			8,000
Accumulated deficit		(3,626,121	)		(3,626,121	)
Deficit accumulated during the development stage		(25,553	)		(26,790	)
		(23,671	)		(24,908	)

	$	734		$	1,074

See notes to financial statements.

F-3

CHASE PACKAGING CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

	Cumulative During the Development Stage (January 1, 1999 to			For the Year Ended December 31,
	December 31, 2004			2004			2003

NET SALES	$	-		$	-		$	-

COSTS AND EXPENSES:
General and administrative expense		33,703			5,850			8,255
Reversal of over-accrued expenses		(7,077	)		(7,077	)		-
Interest income		(1,073	)		(10	)		(34	)
		25,553			(1,237	)		8,221

INCOME (LOSS) BEFORE INCOME TAXES		(25,553	)		1,237			(8,221	)

Provision for income taxes		-			-			-

NET INCOME (LOSS)	$	(25,553	)	$	1,237		$	(8,221	)



INCOME (LOSS) PER SHARE	$	-		$	-		$	-

See notes to financial statements.

F-4

CHASE PACKAGING CORPORATION

(A Development Stage Company)

STATEMENT OF SHAREHOLDERS’ DEFICIT

	Common Stock				Additional Paid-in			Common Stock		Accumulated			Deficit Accumulated During the Development
	Shares		Amount		Capital			Subscribed		Deficit			Stage			Total


Balance at January 1, 1999		7,002,964	$	700,296	$	2,914,207		$	-	$	(3,626,121	)	$	-		$	(11,618	)

Net loss for the year ended December 31, 1999		-		-		-			-		-			(5,510	)		(5,510	)

Balance at December 31, 1999		7,002,964		700,296		2,914,207			-		(3,626,121	)		(5,510	)		(17,128	)

Net loss for the year ended December 31, 2000		-		-		-			-		-			(891	)		(891	)

Balance at December 31, 2000		7,002,964		700,296		2,914,207			-		(3,626,121	)		(6,401	)		(18,019	)

Private placement and warrant exercise		1,624,311		162,432		(156,932	)		-		-			-			5,500

Net loss for the year ended December 31, 2001		-		-		-			-		-			(5,086	)		(5,086	)

Balance at December 31, 2001		8,627,275		862,728		2,757,275			-		(3,626,121	)		(11,487	)		(17,605	)

Stock subscriptions		-		-		-			8,000		-			-			8,000

Net loss for the year ended December 31, 2002		-		-		-			-		-			(7,082	)		(7,082	)

Balance at December 31, 2002		8,627,275		862,728		2,757,275			8,000		(3,626,121	)		(18,569	)		(16,687	)

Net loss for the year ended December 31, 2003		-		-		-			-		-			(8,221	)		(8,221	)

Balance at December 31, 2003		8,627,275		862,728		2,757,275			8,000		(3,626,121	)		(26,790	)		(24,908	)

Net income for the year ended December 31, 2004		-		-		-			-		-			1,237			1,237

Balance at December 31, 2004		8,627,275	$	862,728	$	2,757,275		$	8,000	$	(3,626,121	)	$	(25,553	)	$	(23,671	)

See notes to financial statements.

F-5

CHASE PACKAGING CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS



	Cumulative During the Development Stage (January 1, 1999 to			For The Year Ended December 31,
	December 31, 2004)			2004			2003

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(25,553	)	$	1,237		$	(8,221	)

Change in assets and liabilities:
Accrued expenses		(11,374	)		(14,077	)		1,195
Net cash (used in) operating activities		(36,927	)		(12,840	)		(7,026	)


CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debt		12,500			12,500			-
Proceeds from private placement/exercise of stock warrants		5,500			-			-
Capital contributions		8,000			-			-
Net cash provided by financing activities		26,000			12,500			-

NET (DECREASE) IN CASH EQUIVALENTS		(10,927	)		(340	)		(7,026	)
Cash and cash equivalents, at beginning of period		11,661			1,074			8,100
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	734		$	734		$	1,074

See notes to financial statements.

F-6

CHASE PACKAGING CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

NOTE 1 -

DESCRIPTION OF COMPANY / GOING CONCERN:

Chase Packaging Corporation (“the Company”), a Texas Corporation, manufactured woven paper mesh for industrial applications, polypropylene mesh fabric bags for agricultural use and distributed agricultural packaging manufactured by other companies. The company was a wholly-owned subsidiary of TGC Industries, Inc. (TGC) through July 31, 1996.

The Company had experienced losses for many years, and the Company’s secured lender decided not to renew the Company’s operating line of credit. As a result, the Company’s Board of Directors determined that it was in the best interest of the Company and all of its creditors to liquidate in an orderly fashion.

On June 25, 1997, the Company announced to employees and creditors that it would begin an orderly liquidation of all its assets beginning at the close of business on June 30, 1997. On July 25, 1997, the Company notified its creditors by mail that it would commence with an orderly liquidation of all its remaining assets outside of a formal bankruptcy or receivership proceeding in a manner intended to maximize asset values. Liquidation of the Company’s assets was completed as of December 31, 1997.

The Board of Directors began devoting its efforts to establishing a new business and accordingly, the Company is being treated as a development stage company, in accordance with Statement of Financial Accounting Standards No. 7, effective January 1, 1999.

These financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As discussed earlier, the Company is in the development stage, has no business operations of its own and has no sources of revenue. Further, as of December 31, 2004, the Company has negative working capital of $11,171, an accumulated deficit of $3,651,674 ($25,553 realized during the development stage period from January 1, 1999 to December 31, 2004) and a total shareholders’ deficit of $23,671, all of which raise substantial doubt about the Company’s ability to continue as a going concern.

Managements’ plans for the Company include securing a merger or acquisition, raising additional capital and other strategies designed to optimize shareholder value. However, no assurance can be given that management will be successful in its efforts. The failure to achieve these plans will have a material adverse effect on the Company’s financial position, results of operations and ability to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company’s accounting policies are in accordance with accounting policies generally accepted in the United States of America. Outlined below are those policies which are considered particularly significant.

F-7

CHASE PACKAGING CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

(a) Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(b)

Income Taxes:

The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized.

(c) Loss Per Common Share:

Loss per common share was calculated by dividing the net loss by the weighted average number of shares outstanding for each period presented.

NOTE 3 - INCOME TAXES:

	2004			2003
Deferred tax assets and liabilities consist of the following:

Deferred tax assets:
Net operating loss carry forwards	$	1,120,000		$	1,120,000

Less valuation allowance		(1,120,000	)		(1,120,000	)
	$	-		$	-

At December 31, 2004, Chase had approximately $3,300,000 of net operating loss carry forwards (“NOL’s”) available which expires in years beginning in 2011. The benefits of these NOL’s may be substantially reduced in the future if the Company is successful in establishing a new business.

F-8

CHASE PACKAGING CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

NOTE 4 - CONVERTIBLE DEBT / SHAREHOLDERS’ EQUITY / STOCK OPTIONS:

In July 2002, the Company received $8,000 as payment for 800,000 shares of common stock. Such shares have not been issued as of the filing of this report.

During the 2004 third quarter, the Company issued $12,500 of 5% Convertible Notes due 2006 and received proceeds of $12,500. The investors were directors and an officer of the Company. The Notes are convertible into common stock at $0.01 or par value (currently $0.10 per share) whichever is greater. The Company and the Note Holder(s) have the option to mutually extend the term of the Note(s) if the par value has not been reduced to $0.01. If the Notes are converted at par greater than $0.01, then the Note Holder(s) will, upon conversion, receive a Unit consisting of one share of common stock and a 10-year warrant exercisable at the then par value of the common stock. Interest will accrue and be paid at maturity and, if unpaid, added to principal at the time of conversion.

On July 10, 1996, the Company's Board of Directors and then sole shareholder approved and adopted the Company's 1996 Stock Option Plan. The 1996 Stock Option Plan will terminate on July 10, 2006, or on such earlier date as the Board of Directors may determine. No stock options have been granted since January 1, 1999 and any previously granted stock options have since expired, unexercised.

F-9

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures.

As of December 31, 2004, we carried out an evaluation, under the supervision of Ann W. Green our sole Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the "Exchange Act"), which disclosure controls and procedures are designed to insure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods specified by the SEC's rules and forms. Based upon that evaluation, the Principal Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to the company required to be included in the company's period SEC filings.

(b) Changes in Internal Control.

Subsequent to the date of such evaluation as described in subparagraph (a) above, there were no significant changes in our internal controls or other factors that could significantly affect these controls, including any corrective action with regard to significant deficiencies and material weaknesses

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The Board of Directors of the Company consists of three persons who will serve until the next annual meeting of shareholders of the Company. The following table sets forth certain information concerning the individuals serving as Directors of the Company:

Name and Age	Date Since Which Continuously a Director of the Company	Business Experience and Other Directorships
Allen T. McInnes, 66	1993	Currently Dean of the Business School of Texas Tech University; Chairman of the Board of TGC Industries, Inc. since 1993 and Chief Executive Officer from August, 1993 to March 31, 1996; Executive Vice President and Director of Tenneco, Inc. 1960-1992; Director of TETRA Technologies since April 1, 1996
Herbert M. Gardner, 65	2001	Executive Vice President and Treasurer of Barrett-Gardner Associates, Inc., an investment banking firm; Director of Co-Active Marketing Group, Inc., a marketing and sales promotion company; Director of Nu Horizons Electronics Corp., an electronic component distributor; Chairman of the Board and Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 1979 and President since 1992; Director of TGC Industries, a seismic services company; Director of Rumson-Fair Haven Bank and Trust Company, a New Jersey state independent, commercial bank and trust company.

William J. Barrett, 65	2001	President of Barrett-Gardner Associates, Inc., an investment banking firm; Director of Supreme Industries, Inc., a specialized manufacturer of truck bodies and shuttle buses; Director of TGC Industries, Inc., a seismic services company; Chairman of the Board of Rumson-Fair Haven Bank and Trust Company, a New Jersey state independent, commercial bank and trust company.

Unaffiliated Directors of the Company are not paid fees, but will be reimbursed for expenses in connection with meetings of the Board of Directors attended by them.

Executive Officers

The following table sets forth certain information concerning the persons who serve as executive officers of the Company, and will continue to serve in such positions, as the discretion of the Board of Directors. For those persons who are also Directors of the Company, additional information appears above.

Name	Age	Position
Allen T. McInnes	65	Chairman, President

To the best of the Company's knowledge all directors, executive officers, and beneficial owners have complied with the requirements of Section 16(a) of the Exchange Act.

ITEM 10. EXECUTIVE COMPENSATION.

No compensation has been paid by the Company to any officer during the past 3 years.

1996 Stock Option Plan

On July 10, 1996, the Company's Board of Directors and sole shareholder approved and adopted the Company's 1996 Stock Option Plan. The 1996 Stock Option Plan will terminate on July 10, 2006, or on such earlier date as the Board of Directors may determine.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth the names of those persons known to Management to be beneficial owners of more than five percent of the Company's $.10 par value Common Stock as of December 31, 2004. The table also sets forth information with respect to the Company's Common Stock which is beneficially owned by each director and executive officer of the Company, and by all directors and officers of the Company as a group, as of December 31, 2004 (including shares beneficially owned by such persons, pursuant to the rules of beneficial ownership, as a result of the ownership of certain warrants or options) according to data furnished by the persons named. Persons having direct beneficial ownership of the Company's Common Stock possess the sole voting and dispositive power in regard to such stock.

Name and address	Title of Class	Amount and Nature of Beneficial Owner	Approximate Percentage of Class ⁽¹⁾
Allen T. McInnes	Common	1,318,954	16.22%
Herbert M. Gardner	Common	911,083 ⁽²⁾	11.20%
William J. Barrett	Common	1,035,060 ⁽³⁾	12.73%
Special Situations Funds ⁽⁴⁾ 153 E. 53rd Street, 51st Fl. New York, NY 10022	Common	789,165	9.70%
All directors & officers as a group (3 persons)	Common	3,265,097 ^{(5) (6)}	40.15%

⁽¹⁾ The percentage calculations have been made in accordance with Rule 13d- 3(d) (1) promulgated under the Securities Exchange Act of 1934.

⁽²⁾ Excludes 78,590 shares of Common Stock owned by Herbert M. Gardner's wife. Mr. Gardner has disclaimed beneficial ownership of these shares.

⁽³⁾ Excludes 119,345 shares of Common Stock owned by William J. Barrett's wife. Mr. Barrett has disclaimed beneficial ownership of these shares.

⁽⁴⁾ MGP Advisors Limited Partnership ("MGP") is the general partner of Special Situations Funds ("Special Situations"). AWM Investment Company, Inc. ("AWM") is the sole general partner of MGP. Austin W. Marxe is the principal limited partner of MGP and is the President and Chief Executive Officer of AWM.

⁽⁵⁾ Excludes 800,000 shares of Common Stock issuable pursuant to $8,000 received in July 2002.

⁽⁶⁾ Excludes 1,250,000 shares of Common Stock issuable pursuant to the conversion of $12,500 of 5% Convertible Notes due 2006. and 1.250,000 shares of common stock underlying Warrants issuable upon conversion of the 5%Convertible Notes.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

To the best of the Company's knowledge there have been no transactions with management or other related parties to which the Company has been a party.

ITEM 13. EXHIBITS

(a)

Exhibits

Exhibit 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CHASE PACKAGING CORPORATION

Date: March 31, 2005	By:	/s/ Ann W. Green
		Assistant Secretary
		Principal Financial and Accounting Officer

March 31, 2005
	Allen McInnes
	President & Principal Executive Officer

March 31, 2005	Ann W. Green
	Secretary/Treasurer (Principal Financial and Accounting Officer)

March 31, 2005	__________________________
	Ann W. Green
	Secretary/Treasurer (Principal Financial and Accounting Officer)