<PAGE>


                       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, 2002       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, 2002 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   No
           ---

As of December 31, 2002,  the  registrant had  outstanding  8,627,275  shares of
Common Stock ($.10 par value)


                                       1
<PAGE>


                                     PART I

ITEM 1.  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 (R) 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.


                                       2
<PAGE>


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,  2002 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, 2002 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 PLAN OF OPERATIONS:

The Company has experienced  cash losses for the past 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  during 2002, the Company's cash balance as of
December 31, 2002 was $8,100.



                                       3
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS.

                           CHASE PACKAGING CORPORATION

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                        - INDEX TO FINANCIAL STATEMENTS -

<TABLE>
<CAPTION>
                                                                        PAGE(S)
                                                                        -------
<S>                                                                     <C>
Independent Auditors' Report                                              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
</TABLE>


                                       F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To The Shareholders
Chase Packaging Corporation

We have audited the balance sheets of Chase Packaging Corporation (A Development
Stage  Company) as of December  31, 2002 and 2001 and the related  statement  of
operations,  shareholders'  equity  (deficit) and cash flows for the development
stage  period  (from  January 1, 1999 to December  31,  2002).  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 auditing standards generally accepted
in the  United  States of  America.  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, 2002 and 2001,  and the results of its  operations  and its cash
flows for the  three  year  period  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.



                                        -------------------------------------
                                        LAZAR LEVINE & FELIX LLP

New York, New York
March _____, 2003


                                      F-2
<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                     2002             2001
                                                                  -----------      -----------
<S>                                                               <C>              <C>
                                - ASSETS -
CURRENT ASSETS:
   Cash and cash equivalents                                      $     8,100      $     7,582
                                                                  -----------      -----------

TOTAL ASSETS                                                      $     8,100      $     7,582
                                                                  ===========      ===========


                  - LIABILITIES AND SHAREHOLDERS' (DEFICIT) -

CURRENT LIABILITIES:
   Accrued expenses                                               $    24,787      $    25,187
                                                                  -----------      -----------

TOTAL CURRENT LIABILITIES                                              24,787           25,187
                                                                  -----------      -----------

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               --
Accumulated deficit                                                (3,626,121)      (3,626,121)
Deficit accumulated during the development stage                      (18,569)         (11,487)
                                                                  -----------      -----------
                                                                      (16,687)         (17,605)
                                                                  -----------      -----------

                                                                  $     8,100      $     7,582
                                                                  ===========      ===========
</TABLE>

                       See notes to financial statements.

                                      F-3
<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                 CUMULATIVE
                                          DURING THE DEVELOPMENT        FOR THE YEAR ENDED
                                          STAGE (JANUARY 1, 1999           DECEMBER 31,
                                                   TO             ----------------------------
                                            DECEMBER 31, 2002        2002               2001
                                            -----------------      --------           --------
<S>                                             <C>                <C>                <C>
NET SALES                                       $     --           $     --           $     --
                                                --------           --------           --------

COSTS AND EXPENSES:
    General and administrative expense            19,598              7,138              5,314
    Interest income                               (1,029)               (56)              (228)
                                                --------           --------           --------
                                                  18,569              7,082              5,086
                                                --------           --------           --------

LOSS BEFORE INCOME TAXES                         (18,569)            (7,082)            (5,086)

      Provision for income taxes                      --                 --                 --
                                                --------           --------           --------

NET LOSS                                        $(18,569)          $ (7,082)          $ (5,086)
                                                ========           ========           ========


LOSS PER SHARE                                  $     --           $     --           $     --
                                                ========           ========           ========
</TABLE>

                       See notes to financial statements.

                                      F-4
<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF SHAREHOLDERS' DEFICIT
<TABLE>
<CAPTION>
                                                                                                         DEFICIT
                                                                                                        ACCUMULATED
                                                           ADDITIONAL                                   DURING THE
                                     COMMON STOCK            PAID-IN      COMMON STOCK   ACCUMULATED   DEVELOPMENT
                                  SHARES       AMOUNT        CAPITAL       SUBSCRIBED      DEFICIT        STAGE           TOTAL
                               -----------   -----------   -----------    -----------   -----------    -----------    -----------
<S>                            <C>           <C>           <C>            <C>           <C>            <C>            <C>
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)
                               ===========   ===========   ===========    ===========   ===========    ===========    ===========
</TABLE>

                       See notes to financial statements.

                                      F-5
<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                    CUMULATIVE
                                                              DURING THE DEVELOPMENT       FOR THE YEAR ENDED
                                                              STAGE (JANUARY 1, 1999           DECEMBER 31,
                                                                        TO             --------------------------
                                                                DECEMBER 31, 2002        2002             2001
                                                                -----------------      --------         --------
<S>                                                           <C>                      <C>              <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                          $(18,569)        $ (7,082)        $ (5,086)

    CHANGE IN ASSETS AND LIABILITIES:
        Accounts payable                                                 1,508             (400)              --
                                                                      --------         --------         --------
     NET CASH (USED IN) OPERATING ACTIVITIES                           (17,061)          (7,482)          (5,086)
                                                                      --------         --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES                                        --               --               --
                                                                      --------         --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES                                        --               --               --
    PROCEEDS FROM PRIVATE PLACEMENT/EXERCISE OF STOCK WARRANTS           5,500               --            5,500
    CAPITAL CONTRIBUTION                                                 8,000            8,000               --
                                                                      --------         --------         --------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                          13,500            8,000            5,500
                                                                      --------         --------         --------

NET (DECREASE) INCREASE IN CASH EQUIVALENTS                             (3,561)             518              414
     Cash and cash equivalents, at beginning of period                  11,661            7,582            7,168
                                                                      --------         --------         --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                              $  8,100         $  8,100         $  7,582
                                                                      ========         ========         ========

</TABLE>

                       See notes to financial statements.

                                      F-6

<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE   1   -    DESCRIPTION OF COMPANY:

                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 the past 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.

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.

        (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)      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.


                                      F-7
<PAGE>


                           CHASE PACKAGING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE   3   -     INCOME TAXES:

<TABLE>
<CAPTION>

                                                                          2002              2001
                                                                      -------------    -------------
<S>                                                                   <C>              <C>
                 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)
                                                                      -------------    -------------
                                                                      $          --    $          --
                                                                      =============    =============
</TABLE>

                At December 31, 2001, 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.

NOTE   4   -    SHAREHOLDERS' EQUITY:

                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.


                                      F-8
<PAGE>

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

None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

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:

<TABLE>
<CAPTION>
Name and Age                     Date Since Which      Business Experience and Other Directorships
                                 Continuously a
                                 Director of the
                                 Company
<S>                              <C>                  <C>
Allen T. McInnes, 64             1993                 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 and  President and CEO
                                                      from April 1, 1996 to June 2001.

Herbert M. Gardner, 63           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 Hirsch  International  Corp., an importer of
                                                      computerized  embroidery  machines;   Director  of  iDine  Rewards
                                                      Network  Inc.,  a  leader  in the  development  and  marketing  of
                                                      transaction-based  dining  and other  consumer  savings  programs;
                                                      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, 63           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.

</TABLE>

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.


                                      4
<PAGE>

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        64       Chairman, President


COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

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.

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 March  31,  2002.  [ANN - PLEASE  VERIFY  AND  UPDATE  WHERE
NECESSARY] 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 March 31, 2002 (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.


<TABLE>
<CAPTION>
        Name and address                      Title of Class  Amount and Nature of    Approximate Percentage
                                                              Beneficial Owner        of Class (1)
<S>                                           <C>             <C>                     <C>
        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)          Common          789,165                 9.70%
        153 E. 53rd Street, 51st Fl.
        New York, NY 10022

        All directors & officers as a group   Common          3,265,097 (2)           40.15%
        (3 persons)
</TABLE>


                                                           5
<PAGE>

(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.

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.

                                     PART IV

ITEM 13.          EXHIBITS, FINANCIAL STATEMENTS AND REPORTS
                  ON FORM 8-K

                  (A)  1.  FINANCIAL STATEMENTS

                           Financial Statements of  the Registrant  (Included in
                           Part II, Item 7)

                       2.  EXHIBITS

                                    Exhibit 99.1  Certification of the Principal
                                    Executive  Officer  pursuant  to  18  U.S.C.
                                    Section 1350, as adopted pursuant to Section
                                    906 of the Sarbanes-Oxley Act of 2002.

                                    Exhibit 99.2  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.

                  (B) REPORTS ON FORM 8-K

                           None

ITEM 14. CONTROLS AND PROCEDURES

An evaluation was performed as of March 31, 2003,  under the  supervision of Ann
W.  Green,  our  sole  principal   financial  and  accounting  officer,  of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based  on  such  evaluation,  Ms.  Green  has  concluded  that  our
disclosure  controls and procedures  were effective as of March 31, 2003.  There
have been no  significant  changes in our internal  controls or in other factors
that could  significantly  affect our internal controls  subsequent to March 31,
2003.


                                       6
<PAGE>



                                   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:                                       By:
       ----------------------               ------------------------------------
                                            Ann W. Green
                                            Assistant Secretary
                                            Principal Financial and Accounting
                                            Officer


                                       7
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I,  ALLEN  MCINNES,  PRESIDENT  AND  PRINCIPAL  EXECUTIVE  OFFICER OF CHASE
PACKAGING CORPORATION, CERTIFY THAT:

     1.   I have reviewed  this annual report on Form 10-KSB of Chase  Packaging
          Corporation;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report.

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidating subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


     April      , 2003


                                               ---------------------------------
                                               Allen McInnes


                                       8
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, ANN W. GREEN, ASSISTANT SECRETARY AND PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER OF CHASE PACKAGING CORPORATION, CERTIFY THAT:

     1.   I have reviewed  this annual report on Form 10-KSB of Chase  Packaging
          Corporation;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report.

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidating subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          d)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          e)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

     April      , 2003


                                               ---------------------------------
                                               Ann W. Green



                                       9
<PAGE>


                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Annual  Report  of Chase  Packaging  Corporation  (the
"Company") on Form 10-KSB for the period ending  December 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Allen Mcinnes,  President and Chief Executive  Officer of the Company,  certify,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


                                               ---------------------------------
                                               Allen McInnes
                                               President and Chief Executive
                                               Officer


April    , 2003



                                       10
<PAGE>

                                                                    EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Annual  Report  of Chase  Packaging  Corporation  (the
"Company") on Form 10-KSB for the period ending  December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, Ann
W. Green,  Assistant  Secretary and Principal  Financial Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (3)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


                                               ---------------------------------
                                               Ann W. Green
                                               Assistant Secretary and
                                               Principal Financial Officer

April     , 2003



                                       11
<PAGE>