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, 2001     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)

c/o  Ann  W.  Green
26  Broadway,
8th  Floor
New  York,  NY                    10004
(Address  of  principal  executive  offices)                  (Zip  Code)

     Registrant's  telephone  number,  including  area  code:  212-510-0686
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,  2001  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,  2001,  the registrant had outstanding 8,132,275 shares of
Common  Stock  ($.10  par  value)
<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   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.

<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,  2001  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, 2001 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, the Company's
cash  balance  as  of  December  31,  2001  was  $7,582.


<PAGE>

ITEM  7.  FINANCIAL  STATEMENTS.

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                 ----------------------------------------------



                        - 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

<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, 2001 and 2000 and the related statement of
operations  for  the  periods  then  ended.  In  addition,  we  have audited the
statements  of shareholders' equity (deficit) and cash flows for the period from
January  1,  1999  to  December  31,  2001.  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,  2001 and 2000, and the results of its operations and its cash
flows  for  the  years  then  ended  in  conformity  with  accounting principles
generally  accepted  in  the  United  States  of  America.





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


New  York,  New  York
March  22,  2002

<PAGE>

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                                 BALANCE SHEETS
                                 --------------
                        AS OF DECEMBER 31, 2001 AND 2000
                        --------------------------------


<TABLE>
<CAPTION>

                                                                              2001          2000
                                                                          ------------  ------------
                                   - ASSETS -
<S>                                                                       <C>           <C>
CURRENT ASSETS:
Cash and cash equivalents                                                 $     7,582   $     7,168
                                                                          ------------  ------------

TOTAL ASSETS                                                              $     7,582   $     7,168
                                                                          ============  ============


                  - LIABILITIES AND SHAREHOLDERS' (DEFICIT) -

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

TOTAL CURRENT LIABILITIES                                                      25,187        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, 8,132,275 and
 7,002,964 shares issued and outstanding for 2001 and 2000, respectively      813,228       700,296
Additional paid-in capital                                                  2,806,775     2,914,207
Accumulated deficit                                                        (3,626,121)   (3,626,121)
Deficit accumulated during the development stage                              (11,487)       (6,401)
                                                                          ------------  ------------
                                                                              (17,605)      (18,019)
                                                                          ------------  ------------

                                                                          $     7,582   $     7,168
                                                                          ============  ============
</TABLE>
<PAGE>

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
<TABLE>
<CAPTION>
                                   CUMULATIVE
                                   DURING  THE
                                   DEVELOPMENT
                                   STAGE
                                   (JANUARY 1,
                                   1999 TO       FOR  THE  YEAR  ENDED
                                   DECEMBER 31,     DECEMBER 31
                                   2001)         2001     2000
                                   ----------  --------  -------
<S>                                 <C>        <C>       <C>
NET SALES                           $      -   $     -   $    -
                                    ---------  --------  -------

COSTS AND EXPENSES:
General and administrative expense    12,460     5,314    1,636
Interest income                         (973)     (228)    (745)
                                    ---------  --------  -------
                                      11,487     5,086      891
                                    ---------  --------  -------

LOSS BEFORE INCOME TAXES             (11,487)   (5,086)    (891)

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

NET LOSS                            $(11,487)  $(5,086)  $ (891)
                                    =========  ========  =======



LOSS PER SHARE                      $      -   $     -   $    -
                                    =========  ========  =======

</TABLE>

<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                       ----------------------------------



<TABLE>
<CAPTION>
                                        COMMON STOCK
                                        ------------
                                                                                       DEFICIT
                                                                                     ACCUMULATED
                                                            ADDITIONAL                DURING THE
                                                             PAID-IN     ACCUMULATED DEVELOPMENT
                                       SHARES     AMOUNT     CAPITAL      DEFICIT       STAGE      TOTAL
                                      ---------  --------  -----------  ------------  ---------  ---------

<S>                                   <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                             1,129,311   112,932    (107,432)            -          -      5,500

NET LOSS FOR THE YEAR ENDED
 DECEMBER 31, 2001                            -         -           -             -     (5,086)    (5,086)
                                      ---------  --------  -----------  ------------  ---------  ---------

BALANCE AT DECEMBER 31, 2001          8,132,275  $813,228  $2,806,775   $(3,626,121)  $(11,487)  $(17,605)
                                      =========  ========  ===========  ============  =========  =========
</TABLE>
<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------

<TABLE>
<CAPTION>



                                                      CUMULATIVE
                                                      DURING THE
                                                      DEVELOPMENT
                                                      STAGE
                                                      (JANUARY 1,    FOR THE YEAR ENDED
                                                      1999 TO           DECEMBER 31,
                                                      DECEMBER 31,   ------------------
                                                      2001            2001       2000
                                                      -----------    --------  --------
<S>                                                   <C>            <C>       <C>
INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                              $(11,487)      $(5,086)  $  (891)

CHANGE IN ASSETS AND LIABILITIES:
Accounts payable                                         1,908             -    (5,500)
                                                      ---------      --------  --------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES     (9,579)       (5,086)   (6,391)

CASH FLOWS FROM INVESTING ACTIVITIES                         -             -         -

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

NET (DECREASE) INCREASE IN CASH
 EQUIVALENTS                                            (4,079)          414    (6,391)
Cash and cash equivalents, at beginning of year         11,661         7,168    13,559
                                                      ---------      --------  --------
CASH AND CASH EQUIVALENTS, END OF YEAR                $  7,582       $ 7,582   $ 7,168
                                                      =========      ========  ========
</TABLE>


<PAGE>

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------

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 has 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.

<PAGE>

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------


<TABLE>
<CAPTION>


NOTE   3   -     INCOME  TAXES:



<S>                                                            <C>           <C>
                                                                      2001          2000
                                                               ------------  ------------
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.



<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>


<S>                         <C>                       <C>
Name  and  Age              Date  Since               Business Experience and
                            Which                     Other  Directorships
                            Continuously a
                            Director of the
                            Company

Allen T. McInnes, 63        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, 62    2001                      Senior Vice President of Janney Montgomery Scott, Inc.
                                                      investment  bankers, since 1978; Director of TGC Industries,
                                                      since 1986;  Chairman  of  the  Board  and  a  Director of
                                                      Supreme Industries, Inc., a manufacturer  of  specialized
                                                      truck  bodies  and  shuttle buses, since 1979 and President
                                                      since  1992; Director of Nu Horizons Electronics Corp., an
                                                      electronic component  distributor;  Director  of  iDine
                                                      Rewards  Network  Inc.,  (formerly Transmedia  Network,
                                                      Inc.,)  a  leader  in  the  development  and  marketing of
                                                      transaction-based  dining  and  other  consumer  savings
                                                      programs;  Director of Hirsch  International  Corp.,  an
                                                      importer  of  computerized embroidery machine application
                                                      software;  Director of Co-Active Marketing Group, Inc., a
                                                      marketing and  sales  promotion  company;  Director  of
                                                      Rumson-Fair  Haven Bank and Trust Company,  a  New  Jersey
                                                      state  independent, commercial bank and trust company.

William  J.  Barrett, 62    2001                      Senior Vice President of Janney Montgomery Scott  Inc.,
                                                      investment  bankers, since 1978; Secretary of TGC Industries,
                                                      Inc. since  1979  and  a  Director  of  TGC  Industries,
                                                      Inc. since 1986; Secretary, Assistant  Treasurer, and a
                                                      Director of Supreme Industries, Inc., a manufacturer of
                                                      specialized truck bodies and shuttle buses, since 1979;
                                                      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.

<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      63          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.  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>


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

All  directors  &  officers
as  a  group (3  persons)        Common                   3,265,097  (2)            40.15%
</TABLE>
<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
                             None

              (B)     REPORTS  ON  FORM  8-K

                             None
<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:  May  6,  2002          By:  ____________________________________
                                   Ann  W.  Green
                                   Assistant  Secretary
                                   Principal Financial and Accounting Officer