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, 1999       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,  1999  was
$  N/A
------

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

As  of  December  31,  1998,  the registrant had outstanding 7,002,964 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 (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 has 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,  1999  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, 1999 was not
known.  As  a  result  of  the  events  detailed above, trading in the Company's
equity  securities  is  extremely  limited.


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 liquidation completed in 1997, the Company's cash balance as
of  December  31,  1999  was  $10,205.


                                        3
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS.

                          CHASE PACKAGING CORPORATION
                          ---------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                 ----------------------------------------------


                        - 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 balance sheets of Chase Packaging Corporation (A Development
Stage  Company)  as  of  December 31, 1999 and 1998 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,  1998  to  December  31,  1999.  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  generally  accepted  auditing
standards.  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,  1999 and 1998, and the results of its operations and its cash
flows  for the years then ended in conformity with generally accepted accounting
principles.





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


New  York,  New  York
July  19,  2000


                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                                     CHASE PACKAGING CORPORATION
                                     ---------------------------
                                    (A DEVELOPMENT STAGE COMPANY)
                                    -----------------------------
                                           BALANCE SHEETS
                                           --------------
                                  AS OF DECEMBER 31, 1999 AND 1998
                                  --------------------------------

                                              - ASSETS -

                                                                            1999           1998
                                                                        -------------  ------------
<S>                                                                     <C>            <C>

CURRENT ASSETS:
Cash and cash equivalents                                               $     13,559   $    11,661
                                                                        -------------  ------------

TOTAL ASSETS                                                            $     13,559   $    11,661
                                                                        =============  ============


                              - LIABILITIES AND SHAREHOLDERS' (DEFICIT) -


CURRENT LIABILITIES:
  Accrued expenses                                                      $     30,687   $    23,279
                                                                        -------------  ------------

TOTAL CURRENT LIABILITIES                                                     30,687        23,279
                                                                        -------------  ------------


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, 7,002,964
    shares issued and outstanding                                            700,296       700,296
  Additional paid-in capital                                               2,914,207     2,914,207
  Accumulated deficit                                                     (3,626,121)   (3,626,121)
  Deficit accumulated during the development stage                            (5,510)            -
                                                                        -------------  ------------
                                                                             (17,128)      (11,618)
                                                                        -------------  ------------

                                                                        $     13,559   $    11,661
                                                                        =============  ============
</TABLE>

                       See notes to financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

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

                                                   CUMULATIVE
                                                   DURING THE
                                               DEVELOPMENT STAGE    FOR THE YEAR ENDED
                                              (JANUARY 1, 1999 TO       DECEMBER 31,
                                                DECEMBER 31, 1999     1999      1998
                                               -------------------  --------  ---------
<S>                                            <C>                  <C>       <C>
NET SALES                                                $      -   $     -   $      -

COSTS AND EXPENSES:
  Selling, general and administrative expense               5,510     5,510     37,722
                                                         ---------  --------  ---------

LOSS BEFORE INCOME TAXES                                   (5,510)   (5,510)   (37,722)

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

NET LOSS                                                $  (5,510)  $(5,510)  $(37,722)
                                                         =========  ========  =========



(LOSS) PER SHARE                                        $       -   $     -   $   (.01)
                                                         =========  ========  =========
</TABLE>

                       See notes to financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>

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


                                          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 December 31, 1997           7,002,964  $700,296  $2,914,207  $(3,588,399)  $     -       26,104

Net loss for year ended December 31,
1998                                           -         -           -      (37,722)        -      (37,722)
                                       ---------  --------  ----------  ------------  --------    ---------
Balance at December 31, 1998           7,002,964  $700,296  $2,914,207  $(3,626,121)        -     $(11,618)

NET LOSS FOR THE DEVELOPMENT STAGE
PERIOD (JANUARY 1, 1999 TO
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)
                                       =========  ========  ==========  ============  ========    =========
</TABLE>

                       See notes to financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                   CHASE PACKAGING CORPORATION
                                   ---------------------------
                                  (A DEVELOPMENT STAGE COMPANY)
                                  -----------------------------
                                    STATEMENTS OF CASH FLOWS
                                    ------------------------


                                                          CUMULATIVE
                                                          DURING THE
                                                       DEVELOPMENT STAGE     FOR THE YEAR ENDED
                                                      (JANUARY 1, 1999 TO       DECEMBER 31,
                                                                            --------------------
                                                       DECEMBER 31, 1999)     1999       1998
                                                       -------------------  --------  ----------
<S>                                                    <C>                  <C>       <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                       $ (5,510)  $(5,510)  $ (37,722)
  CHANGE IN ASSETS AND LIABILITIES:
    Accounts receivable                                                 -         -      57,012
    Accounts payable                                                7,408     7,408    (134,037)
                                                                 ---------  --------  ----------
  NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES               1,898     1,898    (114,747)

CASH FLOWS FROM INVESTING ACTIVITIES                                    -         -           -

CASH FLOWS FROM FINANCING ACTIVITIES                                    -         -           -
                                                                 ---------  --------  ----------

NET (DECREASE) INCREASE IN CASH EQUIVALENTS                         1,898     1,898    (114,747)
  Cash and cash equivalents, at beginning of year                  11,661    11,661     126,408
                                                                 ---------  --------  ----------
CASH AND CASH EQUIVALENTS, END OF YEAR                           $ 13,559   $13,559   $  11,661
                                                                 =========  ========  ==========
</TABLE>

                       See notes to financial statements.


                                      F-6
<PAGE>

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 1999 AND 1998
                           --------------------------

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 generally
          accepted  accounting policies. Outlined below are those policies which
          are  considered  particularly  significant.


     (a)  USE  OF  ESTIMATES:

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles 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  before  and  after  extraordinary  gain were
          calculated  by  dividing  the  net  loss  by  the  number  of  shares
          outstanding.


                                      F-7
<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 1998 AND 1997
                           --------------------------


NOTE 3  - INCOME  TAXES:

<TABLE>
<CAPTION>
                                                                             1999          1998
                                                                         ------------  ------------
<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,  1999,  Chase  had  approximately  $3,300,000 of net
          operating  loss  carry  forwards  ("NOL's") available which expires in
          years  beginning  in  2011.  The  benefits  of  these  NOL's  may  be
          substantially  reduced  in  the future if the Company is successful in
          establishing  a  new  business.


                                      F-8
<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       Business Experience and Other Directorships
                      Which
                      Continuously a
                      Director of the
                      Company
<S>                   <C>              <C>

Allen T. McInnes, 61   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, President and CEO since April 1, 1996.

Lewis W. Lovell, 62    1996            President and Chief Operating Officer of Chase Packaging
                                       Corporation from October 1995 to 1997; Divisional President of
                                       Williams Holdings, Inc. From 1988 to 1993; Senior Vice-President
                                       of Packaging Corporation of America from 1984 to 1988; Vice
                                       President and General Manager of Tenneco West from 1976 to 1984.

Doug Kirkpatrick, 46   1996            Vice President, Chief Financial Officer, and Assistant Secretary of
                                       Chase Packaging Corporation from 1993 to 1997; Controller of
                                       Tidelands Geophysical Company from 1982 to 1993; Vice
                                       President of Finance and Treasurer of TGC Industries, Inc. from
                                       1986 to 1996.
</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   61   President, Chief Operating Officer, Secretary, Treasurer


                                        4
<PAGE>
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 following paragraphs
summarize  certain provisions of the 1996 Stock Option Plan and are qualified in
their  entirety  by  reference  thereto.

The  1996 Stock Option Plan provides for the granting of Incentive Stock Options
(collectively,  the  "Options") to purchase shares of the Company's Common Stock
to  certain  key  employees  of  the  Company and non-statutory stock options to
certain  key  employees  of  the Company, affiliates of the Company, and certain
individuals  who  are  not employees of the Company or its affiliates.  The 1996
Stock  Option  Plan  authorizes the granting of options to acquire up to 600,000
shares  of  Common  Stock, subject to certain adjustments described below, to be
outstanding  at  any  time.  Subject  to the foregoing, there is no limit on the
absolute  number of awards that may be granted during the life of the 1996 Stock
Option  Plan.  At the present time, there are approximately 116 employees of the
Company,  including  2 officers of the Company (all of whom are also directors),
who,  in  management's  opinion,  would be considered eligible to receive grants
under  the 1996 Stock Option Plan, although fewer employees may actually receive
grants.

Authority  to  administer  the  1996  Stock  Option Plan has been delegated to a
committee  (the  "Committee")  of  the  Board of Directors.  Except as expressly
provided  by the 1996 Stock Option Plan, the Committee has the authority, in its
sole  discretion,  to  award  Options  and to determine the terms and conditions
(which  need  not  be identical) of such Options, including the persons to whom,
and  the  time or times at which, Options will be awarded, the number of Options
to  be  awarded to each such person, the exercise price of any such Options, and
the  form, terms, and provisions of any agreement pursuant to which such Options
are awarded.  The 1996 Stock Option Plan also provides that the Committee may be
authorized  by  the  Board  of Directors to make cash awards as specified by the
Board  of  Directors  to the holder of an Option in connection with the exercise
thereof.  Subject  to the limitations set forth below, the exercise price of the
shares  of stock covered by each 1996 Option will be determined by the Committee
on  the  date  of  award.

Unless  a Holder's option agreement provides otherwise, the following provisions
will  apply  to exercises by the Holder of his or her option:  No options may be
exercised  during  the  first  twelve months following grant.  During the second
year following the date of grant, options covering up to one-third of the shares
covered  thereby may be exercised, and during the third year options covering up
to  two-thirds  of  such  shares  may  be  exercised.  Thereafter, and until the
options  expire,  the  optionee may exercise options covering all of the shares.
Persons over sixty-five on the date of grant may exercise options covering up to
one-half  of  the  shares  during the first year and thereafter may exercise all
optioned  shares.  Subject  to  the  limitations  just described, options may be
exercised  as  to  all  or any part of the shares covered thereby on one or more
occasions,  but,  as a general rule, options cannot be exercised as to less than
one  hundred  shares  at  any  one  time.

The exercise price of the shares of stock covered by each incentive stock option
("ISO"), within the meaning of Sec. 422 of the Internal Revenue Code of 1986, as
amended  (the  "Code"),  will not be less than the greater of: (a) the par value
per  share  of  the  stock; or (b) one hundred percent (100%) of the fair market
value  per share of the Company's stock on the date of award of such ISO, except
that  an  ISO  may  not  be  awarded to any person who is not an employee of the
Company  and/or  affiliate  of  the  Company  or  to  any  person who owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes  of  stock  of  the  Company  or an affiliate of the Company, unless the
exercise  price  is  at  least one hundred ten percent (110%) of the fair market
value of the stock at the time the ISO is awarded and the ISO is not exercisable
after  the  expiration  of five years from the date it is awarded.  The exercise
price  of  the  shares of Common Stock covered by each Option that is not an ISO
(NSO)  will not be less than fifty percent (50%) of the fair market value of the
stock  on  the  date  of  award.


                                        5
<PAGE>
Payment  for  Common  Stock issued upon the exercise of an Option may be made in
cash  or,  with  the  consent  of the Committee, in whole shares of Common Stock
owned  by  the holder of the Option for at least six months prior to the date of
exercise  or,  with  the  consent of the Committee, partly in cash and partly in
such  shares  of  Common  Stock.  If  payment is made, in whole or in part, with
previously  owned shares of Common Stock, the Committee may issue to such holder
a  new  Option for a number of shares equal to the number of shares delivered by
such  holder to pay the exercise price of the previous Option having an exercise
price equal to not less than one hundred percent (100%) of the fair market value
of  the Common Stock on the date of such exercise.  An Option so issued will not
be  exercisable  until  the  later of the date specified in an individual option
agreement  or  six  months  after  the  date  of  grant.

The  duration of each Option will be for such period as the Committee determines
at  the time of award, but not for more than ten years from the date of award in
the  case  of an ISO, and in either case may be exercised in whole or in part at
any time or only after a period of time or in installments, as determined by the
Committee  at  the  time  of  award,  except  that  after the date of award, the
Committee  may accelerate the time or times at which an Option may be exercised.
In  the  event of any change in the number of outstanding shares of Common Stock
effected  without receipt of consideration therefore by the Company by reason of
a  stock  dividend,  or  split,  combination,  exchange  of  shares  or  other
recapitalization,  merger,  or  otherwise, in which the Company is the surviving
Corporation,  the  aggregate number and class of reserved shares, the number and
class  of  shares  subject to each outstanding Option, and the exercise price of
each  outstanding  Option  will  be automatically adjusted to reflect the effect
thereon of such change.  Unless a holder's option agreement, provides otherwise,
a  dissolution  or  liquidation  of  the  Company,  certain  sales  of  all  or
substantially  all  of  the  assets  of  the  Company,  or  certain  mergers  or
consolidations  in which the Company is not the surviving corporation will cause
such  holder's  Options  then  outstanding  to  terminate,  but such holder may,
immediately  prior  to such transaction, exercise such Options without regard to
the  period  and  installments  of  exercise ability applicable pursuant to such
holder's  option  agreement.

The  1996  Stock Option Plan will terminate on July 10, 2006, or on such earlier
date  as  the Board of Directors may determine.  Any stock option outstanding at
the  termination  date  will  remain  outstanding  until  it has been exercised,
terminated,  or  has  expired.

The  1996 Stock Option Plan may be terminated, modified, or amended by the Board
of  Directors  at  any  time  without  further shareholder approval, except that
shareholder  approval  is  required  for  any  amendment which:  (a) changes the
number  of  shares  of  Common Stock subject to the 1996 Stock Option Plan other
than  by  adjustment provisions provided therein, (b) changes the designation of
the  class  of employees eligible to receive Options, (c) decreases the price at
which  ISO's  may  be  granted, (d) removes the administration of the 1996 Stock
Option  Plan  from  the  Committee,  or  (e) without the consent of the affected
holder,  causes  the  ISO's  granted  under  the  1996  Stock  Option  Plan  and
outstanding at such time that satisfied the requirements of Sec. 422 of the Code
no  longer  to  satisfy  such  requirements.


401(K)  PLAN

On  August  1,  1996  the Company implemented a 401(k) salary deferral plan (the
"Plan") which covers all non-union employees who have reached the age of 20- 1/2
years  and  have  been  employed by the Company for at least one year.  Years of
service  with  TGC Industries (the former parent) are recognized for the purpose
of  this  plan.  The covered employees may elect to have an amount deducted from
their wages for investment in a retirement plan.  The Company has the option, at
its  discretion,  to  make  contributions  to  the  Plan.  Effective  with
implementation  of  the  Plan,  the Company makes a matching contribution to the
Plan equal to the sum of seventy-five percent (75%) of each Participant's salary
reduction  contributions  to the Plan for such Plan year which are not in excess
of  three percent (3%) of the Participant's compensation for such Plan year, and
fifty  percent (50%) of each Participant's salary reduction contributions to the
Plan  for  such  Plan  year  which  are  in  excess of three percent (3%) of the
Participant's  compensation  but  not  in  excess  of  eight percent (8%) of the
Participant's  compensation  for  such  Plan  year.


                                        6
<PAGE>
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 12, 1997.  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 12, 1997 (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>
     Lewis W. Lovell                       Common                     90,482 (2)                     1.29%

     Doug Kirkpatrick                      Common                     31,148 (2)                        *

     Allen T. McInnes                      Common                    816,143 (2)                    11.17%

     Herbert J. Gardner                    Common                    400,645 (2) (3)                 5.57%

     William J. Barrett                    Common                    536,455 (2) (4)                 7.42%

     Gerlach & Co. (5)                     Common                    466,666                         6.66%
     111 Wall Street, 8th Fl.
     New York, NY  10005

     Special Situations(6)                 Common                    499,999                         7.14%
     Fund III L.P.
     153 E. 53rd Street, 51st Fl.
     New York, NY 10022

     All directors & officers as a group   Common                    937,773 (2)                    24.12%
     (3 persons)
</TABLE>

*  Represents  less  than  1%  of  Class

(1) The percentage calculations have been made in accordance with Rule 13d- 3(d)
(1)  promulgated  under  the  Securities  Exchange Act of 1934.  In making these
calculations,  shares beneficially owned by a person as a result of ownership of
certain options and warrants of TGC, which upon exercise will entitle the holder
to  distribution  of  Chase Common Stock escrowed in the event of such exercise,
were  deemed  to  be  currently  outstanding with respect to the holders of such
options  and  warrants  at  TGC.

(2)  Includes  the  number  of  shares  of  Common  Stock set forth opposite the
person's  name  in the following table, which shares are beneficially owned as a
result of the ownership of options and warrants of TGC, which upon exercise will
entitle  the  holder to distribution of Chase Common Stock escrowed in the event
of  such  exercise.

<TABLE>
<CAPTION>

     NAMES                                              STOCK OPTIONS  WARRANTS
     -----                                              -------------  --------
<S>                                                     <C>            <C>

     Lewis W. Lovell                                           52,083         0
     Doug Kirkpatrick                                          12,500         0
     Allen T. McInnes                                               0    84,337
     Herbert M. Gardner                                             0    55,925
     William J. Barrett                                             0    55,925*
     All Directors and Officers as a group (3 persons)         64,583    84,337
</TABLE>


                                        7
<PAGE>
     * Excludes 3,750 shares of Common Stock distributable to Mr. Barrett's wife
upon  the  exercise  of 7,500 Warrants of TGC owned by Ms. Barrett.  Mr. Barrett
disclaims  beneficial  ownership  of  such  Warrants.

(3)  Excludes  48,590 shares of Common Stock owned by Herbert M. Gardner's wife.
Mr.  Gardner  has  disclaimed  beneficial  ownership  of  these  shares.

(4)  Excludes  62,970 shares of Common Stock owned by William J. Barrett's wife.
Mr.  Barrett  has  disclaimed  beneficial  ownership  of  these  shares.

(5) Gerlach & Co. is the record owner as nominee for the Redemptorist Fathers of
N.Y.  #100.

(6)  MGP  Advisors Limited Partnership ("MGP") is the general partner of Special
Situations  Fund III, L.P. ("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.


                                        8

<PAGE>
                                    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


                                        9
<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


                                       10
<PAGE>