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, 2003       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 |_| No |X|

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, 2003 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, 2003,  the  registrant had  outstanding  8,627,275  shares of
Common Stock ($.10 par value)


<PAGE>

                                     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 (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,  2003 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, 2003 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 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, 2003 was $1,074.


                                       3
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS.

                           CHASE PACKAGING CORPORATION
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                        - INDEX TO FINANCIAL STATEMENTS -

                                                                     PAGE(S)
                                                                     -------

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


                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

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, 2003 and 2002 and the related
statement of operations,  shareholders'  equity (deficit) and cash flows for the
development  stage period (from  January 1, 1999 to December  31,  2003).  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, 2003 and 2002,  and the results of its  operations  and its cash
flows for the  development  stage  period  ended  December  31,  2003  period in
conformity with accounting principles generally accepted in the United States of
America.

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

New York, New York
June 25, 2004


                                      F-2
<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                      2003             2002
                                                                   -----------      -----------
                                   - ASSETS -

CURRENT ASSETS:
<S>                                                                <C>              <C>
   Cash and cash equivalents                                       $     1,074      $     8,100
                                                                   -----------      -----------

TOTAL ASSETS                                                       $     1,074      $     8,100
                                                                   ===========      ===========


                   - LIABILITIES AND SHAREHOLDERS' (DEFICIT) -

CURRENT LIABILITIES:
   Accrued expenses                                                $    25,982      $    24,787
                                                                   -----------      -----------

TOTAL CURRENT LIABILITIES                                               25,982           24,787
                                                                   -----------      -----------


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                       (26,790)         (18,569)
                                                                   -----------      -----------
                                                                       (24,908)         (16,687)
                                                                   -----------      -----------

                                                                   $     1,074      $     8,100
                                                                   ===========      ===========
</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
                                       STAGE (JANUARY 1, 1999    FOR THE YEAR ENDED
                                                TO                  DECEMBER 31,
                                         DECEMBER 31, 2003      2003            2002
                                         -----------------   --------        --------
<S>                                          <C>             <C>             <C>
NET SALES                                    $     --        $     --        $     --
                                             --------        --------        --------

COSTS AND EXPENSES:
    General and administrative expense         27,853           8,255           7,138
    Interest income                            (1,063)            (34)            (56)
                                             --------        --------        --------
                                               26,790           8,221           7,082
                                             --------        --------        --------


LOSS BEFORE INCOME TAXES                      (26,790)         (8,221)         (7,082)

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

NET LOSS                                     $(26,790)       $ (8,221)       $ (7,082)
                                             ========        ========        ========

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)

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)
                                 =========   ===========   ===========    ===========   ===========    ===========    ===========
</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 TO       DECEMBER 31,
                                                               DECEMBER 31, 2003)      2003            2002
                                                               ------------------    --------        --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>             <C>             <C>
    Net loss                                                         $(26,790)       $ (8,221)       $ (7,082)

    CHANGE IN ASSETS AND LIABILITIES:
        Accrued expenses                                                2,703           1,195            (400)
                                                                     --------        --------        --------

     NET CASH (USED IN) OPERATING ACTIVITIES                          (24,087)         (7,026)         (7,482)
                                                                     --------        --------        --------

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

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

     NET CASH PROVIDED BY FINANCING ACTIVITIES                         13,500              --           8,000
                                                                     --------        --------        --------

NET (DECREASE) INCREASE IN CASH EQUIVALENTS                           (10,587)         (7,026)            518
     Cash and cash equivalents, at beginning of period                 11,661           8,100           7,582
                                                                     --------        --------        --------

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $  1,074        $  1,074        $  8,100
                                                                     ========        ========        ========
</TABLE>

                       See notes to financial statements.

                                      F-6

<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

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, 2003 AND 2002

NOTE 3 - INCOME TAXES:

<TABLE>
<CAPTION>
                                                                                               2003                     2002
                                                                                           -------------            -------------
                 Deferred tax assets and liabilities consist of the following:
                 DEFERRED TAX ASSETS:
<S>                                                                                        <C>                      <C>
                     Net operating loss carry forwards                                     $   1,120,000            $   1,120,000

                     Less valuation allowance                                                 (1,120,000)              (1,120,000)
                                                                                           -------------            -------------
                                                                                           $          -             $          -
                                                                                           =============            =============
</TABLE>

            At December  31, 2003,  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.

ITEM 8A. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures.

As of December 31, 2003, 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:

<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, 65             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, 64           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  Rewards
                                                       Network   Inc.,   a  leader   in  the   development   and   marketing   of
                                                       transaction-based  dining and other consumer savings and rewards 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.
</TABLE>


                                       9
<PAGE>

<TABLE>
<CAPTION>
Name and Age                     Date Since Which      Business Experience and Other Directorships
                                 Continuously a
                                 Director of the
                                 Company
<S>                              <C>                   <C>
William J. Barrett, 64           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.

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


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.


                                       10
<PAGE>


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 June 1, 2003.  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 June 1, 2003  (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>
                                                                  Amount and Nature of       Approximate Percentage
        Name and address                         Title of Class   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)
        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 (2) (5)          40.15%
</TABLE>


(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.

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.


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<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(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.

(B) REPORTS ON FORM 8-K

      None


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<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: June 29, 2004               By: /s/ Ann W. Green
                                      -----------------------------------
                                      Ann W. Green
                                      Assistant Secretary
                                      Principal Financial and Accounting Officer



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