**EXHIBIT
31.2**
 
 **CERTIFICATION
PURSUANT TO**
 **SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002**
 
 **I,
Ann W. Green, assistant secretary and principal financial and accounting officer
of Chase Packaging Corporation, certify that:**
 
 
 1.
    I
      have reviewed this annual report on Form 10-KSB of Chase Packaging
      Corporation;
 
 2.
    Based
      on my knowledge, this annual report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      annual report;
 
 3.
    Based
      on my knowledge, the financial statements, and other financial information
      included in this annual report, fairly present in all material respects
      the financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this annual
      report;
 
 4.
    The
      registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and we have:
 
 a)
    designed
      such disclosure controls and procedures or caused such disclosure controls
      and procedures to be designed under our supervision, to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;
 b)
    evaluated
      the effectiveness of the registrant's disclosure controls and procedures
      and presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures as of the end of
      the period covered by this annual report based on such evaluation;
      and
 c)
    disclosed
      in this annual report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent
      fiscal year that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting.
 
 5.
    The
      registrant's other certifying officer and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the registrant's auditors and the audit committee of registrant's board of
      directors (or persons performing the equivalent
  function):
 
 c)
    all
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant’s ability to record,
      process, summarize and report financial information;
and
 d)
    any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal control
      over financial reporting.
 
 
 March 31, 2005
    Ann W. GreenSecretary/Treasurer (Principal
      Financial and Accounting Officer)