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, 1997     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  -  $4,403,023.
The  aggregate  market  value  of  voting  stock  held  by non-affiliates of the
registrant  as  of  December  31,  1997  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,  1997,  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   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.

On  March  18,  1997  TGC sold the Portland, Oregon facility for $2,430,000 with
$1,780,000  of  the  proceeds  applied  against  Chase's  outstanding  mortgage
indebtedness  to Union Camp with respect to such facility and the balance of the
proceeds  applied  in satisfaction of a debt obligation owing by TGC to Chase to
pay  to  Chase  any  such  proceeds  in  excess  of  the  amount of the mortgage
indebtedness.

The  Company  has  experienced  losses  for  the  previous  four  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 total proceeds of $330,000 were deposited with
the  bank  to  pay  down  the  Company's  loan  balance.

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.  Although it is difficult to
determine  the  return to creditors from such liquidation, the Company estimates
that  the  general creditors will receive a distribution equal to ten to fifteen
(10-15%)  of  each  creditor's  claim.


ITEM  2.  DESCRIPTION  OF  PROPERTY.

None.


ITEM  3.  LEGAL  PROCEEDINGS.

The Company is a defendant in various legal actions that arose out of the normal
course  of  business.  In  the  opinion  of Management, none of the actions will
result  in  any  significant  loss  to  the  Company.


                                      -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,  1997  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, 1997 was not
known.  As  a  result  of  the events detailed above, no trading market was ever
developed.



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

RESULTS  OF  OPERATION

For the operating period January 1, 1997 to June 30, 1997, (a six month period),
revenues were $4,403,023 compared to revenues of $9,733,520 for the twelve month
period  ended  December  31, 1996.  Net loss for the 1997 period was $846,006 as
compared to net loss of $2,718,769 for the 1996 year.  As discussed earlier, and
further  discussed below, the Company began an orderly liquidation of its assets
effective  with  the  close  of  business  on  June  30,  1997.

The 1996 losses include a write-down for asset impairment of $480,599 on weaving
equipment  that  was  held  for sale as of December 31, 1996.  The equipment was
sold  in  January,  1997 for $550,000 as part of the Company's business plan for
disposition  of  under-utilized  assets.

Although  the  Company  attempted  to  reduce  its  operating costs in 1997, the
expense  reductions  could  not  offset  rapidly  declining  revenues.  The
continuation  in  operating  losses,  when  combined  with  the  decision of the
Company's  secured  lender  not to renew the Company's operating line of credit,
resulted  in the decision of Chase's Board of Directors to liquidate the Company
in  an  orderly  fashion.

FINANCIAL  CONDITION:

Chase  Packaging  experienced  cash  losses  for the past four years in spite of
numerous infusions of working capital and an aggressive program of inventory and
expense  reduction.  The Board of Directors therefore determined that an orderly
liquidation  of  Chase  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.

As  part of the liquidation process, effective July 21, 1997, Chase sold most of
its  assets  in Idaho Falls, Idaho (excluding real estate) to Lockwood Packaging
Corporation  Idaho  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  a  result  of  the  orderly liquidation, the loan balance with the Company's
secured  lender  has  been paid down from a June 30, 1997 balance of $1,517,551.
Although  it  is  difficult to determine the final return to unsecured creditors
from  such  liquidation,  the Company estimates at the present time that general
creditors  will  receive a distribution equal to ten to fifteen percent (10-15%)
of  each  creditor's  claim.

                                      -3-
<PAGE>

ITEM  7.  FINANCIAL  STATEMENTS.

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------

                        - INDEX TO FINANCIAL STATEMENTS -
<TABLE>
<CAPTION>


                                                                                   PAGE(S)
                                                                                 ------------
<S>                                                                                   <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-2

Financial Statements:

Statement of Net Assets (Liabilities) in Liquidation as of December 31, 1997 . . . .  F-3

Statements of Operations for the Six Months Ended June 30, 1997 and the Year
Ended 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-4

Statements of Changes in Net Assets in Liquidation for the Period from July 1, 1997
to December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-5

Statements of Shareholder's Equity for the Two Years Ended December 31, 1997 . . . .  F-6

Statements of Cash Flows for the Years Ended December 31, 1997 and 1996. . . . . . .  F-7

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-8




</TABLE>



                                      F-1



<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To  The  Shareholders
Chase  Packaging  Corporation



We  have  audited  the  statement  of net assets (liabilities) in liquidation of
Chase Packaging Corporation as of December 31, 1997 and the related statement of
operations  for  the  period  from  January  1,  1997  to  June 30, 1997 and the
statement  of  changes  in net assets in liquidation for the period from July 1,
1997  to  December  31,  1997  (see  Note  3).  In addition, we have audited the
statements  of shareholders' equity (deficit) and cash flows for the period from
January  1,  1997  to  December  31,  1997.  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  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit 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  audit  provides  a  reasonable  basis  for  our opinion.

As  described  in  Note 3 to the financial statements, the shareholders of Chase
Packaging  Corporation  approved  a plan of liquidation on June 30, 1997 and the
Company  commenced liquidation shortly thereafter.  As a result, the Company has
changed its basis of accounting for periods subsequent to June 30, 1997 from the
going-concern  basis  to  the  liquidation  basis.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  net  assets  in  liquidation  of  Chase Packaging
Corporation  as  of  December  31,  1997,  the  changes  in  the  results of its
operations  and  its  cash flows for the period from January 1, 1997 to June 30,
1997,  and  its  net  assets  in liquidation for the period from July 1, 1997 to
December  31,  1997  and  in  conformity  with  generally  accepted  accounting
principles  applied  on  the  basis  described  in  the  preceding  paragraph.






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


New  York,  New  York
November  18,  1999

                                      F-2
<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
              STATEMENT OF NET ASSETS (LIABILITIES) IN LIQUIDATION
              ----------------------------------------------------
                             AS OF DECEMBER 31, 1997
                             -----------------------

                                   - ASSETS -
<TABLE>
<CAPTION>

<S>                                                                     <C>              <C>
CURRENT ASSETS:
 Cash and cash equivalents                                                           $  126,408
 Accounts receivable                                                                     57,012
                                                                                     -----------

TOTAL ASSETS                                                                          $ 183,420
                                                                                     ===========


                   - LIABILITIES AND SHAREHOLDERS' EQUITY -


CURRENT LIABILITIES:
 Accounts payable                                                                     $ 134,037
 Accrued expenses                                                                        23,279
                                                                                      -----------

TOTAL CURRENT LIABILITIES                                                               157,316


COMMITMENTS AND CONTINGENCIES


SHAREHOLDERS' EQUITY:
  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
  Additional paid-in capital                                               2,914,207
  Accumulated deficit                                                     (3,588,399)     26,104
                                                                         ------------  ----------
                                                                                       $ 183,420
                                                                                       ===========


</TABLE>


                       See notes to financial statements.
                                      F-3
<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------

<TABLE>
<CAPTION>
                                                       For the Period
                                                      January 1, 1997   For the Year
                                                      To June 30, 1997  Ended December
                                                        (See Note 3)     31, 1996
                                                        ------------  ------------
<S>                                                     <C>           <C>
NET SALES                                               $ 4,403,023   $ 9,733,520
                                                        ------------  ------------

COSTS AND EXPENSES:
Cost of sales                                             4,250,127     9,524,548
Selling, general and administrative expense               1,058,629     1,799,836
Interest expense                                            114,166       647,306
Write down for impairment of assets held for sale                 -       480,599
                                                        ------------  ------------

TOTAL COSTS AND EXPENSES:                                 5,422,922    12,452,289
                                                        ------------  ------------

LOSS BEFORE EXTRAORDINARY ITEM                           (1,019,899)   (2,718,769)

  Extraordinary item - gain from extinguishment of debt     173,893             -
                                                        ------------  ------------

LOSS BEFORE INCOME TAXES                                   (846,006)   (2,718,769)

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

NET LOSS                                                $  (846,006)  $(2,718,769)
                                                        ============  ============

LOSS PER SHARE:
  Loss per share before extraordinary item              $      (.15)  $      (.39)
  Extraordinary item                                            .03             -
                                                        ============  ============

INCOME (LOSS) PER SHARE                                 $      (.12)  $      (.39)
                                                        ============  ============


</TABLE>

                       See notes to financial statements.

                                      F-4
<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                -------------------------------------------------
              FOR THE PERIOD FROM JULY 1, 1997 TO DECEMBER 31, 1997
              -----------------------------------------------------

<TABLE>
<CAPTION>
<S>                                           <C>

SALES                                         $  -
                                            ------------
COSTS AND EXPENSES:
 Cost of sales                                 (230,023)
 Selling, general and administrative            (93,116)
 Write-down of assets in liquidation          1,962,534
                                            ------------
                                              1,639,395
                                            ------------

ACCUMULATED LOSS ON ASSETS IN LIQUIDATION   $(1,639,395)
                                            ============


</TABLE>



                       See notes to financial statements.

                                      F-5
<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                        STATEMENT OF STOCKHOLDERS' EQUITY
                        ---------------------------------

<TABLE>
<CAPTION>
                                           Common Stock
                                          ------------          Additional       Accumulated
                                        Shares     Amount     Paid-in capital     Deficit        Total
                                      ----------  ---------  -----------------  ------------  -----------
<S>                                      <C>         <C>           <C>                <C>           <C>
Balance at December 31, 1995              1,000   $    100   $      2,371,145   $(3,800,538)  $(1,429,293)
Net loss through July 31, 1996                -          -                  -    (1,615,771)   (1,615,771)
Liquidation of Company                   (1,000)      (100)        (2,371,145)    5,416,309     3,045,064
Reorganization                        6,960,714    696,071            450,308             -     1,146,379
                                      ----------  ---------  -----------------  ------------  ------------
Balance at August 1, 1996             6,960,714    696,071            450,308             -     1,146,379
Contribution by former parent                 -          -             75,000             -        75,000
Contributed rent - Portland Facility          -          -            108,750             -       108,750
Stock issued                             42,250      4,225             (4,225)            -             -
Net loss through December 31, 1996            -          -                  -    (1,102,998)   (1,102,998)
                                      ----------  ---------  -----------------  ------------  ------------

Balance at December 31, 1996          7,002,964    700,296            629,833    (1,102,998)      227,131

Cash contribution by former parent            -          -              9,318             -         9,318
Contributed rent - Portland facility          -          -             55,427             -        55,427
Contribution by former parent                 -          -          2,219,629             -     2,219,629
Net loss through June 30, 1997                -          -                  -      (846,006)     (846,006)
Deficit in assets in liquidation              -          -                  -    (1,639,395)   (1,639,395)
                                      ----------  ---------  -----------------  ------------  ------------

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

</TABLE>

                       See notes to financial statements.

                                      F-6
<PAGE>

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
<TABLE>
<CAPTION>
                                                                                     FOR THE YEAR ENDED
                                                                                         DECEMBER 31,
                                                                                         ------------
                                                                                     1997          1996
                                                                                 ------------  ------------
<S>                                                                                  <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                         $  (846,006)  $(2,718,769)
 Adjustments to reconcile net loss to net cash provided by (used in) operating
 activities:
   Depreciation and amortization                                                      180,481       619,423
   (Gain) loss on disposal of property and equipment                                  (20,808)        8,629
   Write-down for impairment of assets                                                      -       480,599
   Gain from extinguishment of debt                                                  (173,893)            -
   Non-cash expenses                                                                   62,428       112,350
   CHANGE IN ASSETS AND LIABILITIES:
   Accounts receivable                                                              1,577,373        28,978
   Inventories                                                                        764,664     1,163,097
   Prepaid expenses                                                                    79,320        14,979
   Accounts payable                                                                  (553,184)     (509,727)
   Accrued liabilities                                                               (258,340)       87,331
   Advance billings                                                                   (37,382)        5,578
                                                                                   ------------  ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                   774,653      (707,532)
                                                                                   ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                               (113,360)     (153,983)
  Proceeds from sale of property and equipment                                      1,176,461         9,000
  Other assets                                                                         (1,650)         (275)
                                                                                ------------  ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                               1,061,451      (145,258)
                                                                                ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments of debt obligations                                           (350,000)   (1,704,168)
  Repayments on line of credit                                                   (1,390,392)   (1,021,732)
  Receivable from parent                                                                  -       858,542
  Capital contributed by parent                                                       9,318     2,716,403
                                                                                ------------  ------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                              (1,731,074)      849,045
                                                                                ------------  ------------
NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                         105,030        (3,745)
  Cash and cash equivalents, at beginning of year                                    21,378        25,123
                                                                                ------------  ------------
CASH AND CASH EQUIVALENTS, END OF YEAR                                          $   126,408   $    21,378
                                                                                ============  ============
</TABLE>
NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:
During the 1997 first quarter, Chase incurred rent expense of $55,427 for use of
the  manufacturing  facility owned by TGC (its former parent). TGC converted the
rent  receivable  to  equity  in Chase. On March 18, 1997 TGC sold the Portland,
Oregon  facility  occupied by Chase. Proceeds of $1,780,000 were applied against
Chase's outstanding mortgage indebtedness to Union Camp Corporation. Proceeds of
$284,500  were  placed  into  escrow  for future repairs and rental payments and
recorded  as  a  prepaid  expense.  Proceeds  of  $22,000 were utilized to repay
Chase's rent on the Portland facility from the date of closing through April 30,
1997  and  proceeds  of  $133,129  were  applied  against  property taxes on the
Portland  facility.

                       See notes to financial statements.

                                      F-7
<PAGE>

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 1997 AND 1996
                           --------------------------



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.

In  July  1996,  TGC  liquidated  its  wholly-owned  subsidiary, Chase Packaging
Corporation  ("Old Chase"), with TGC receiving all of Old Chase's properties and
liabilities in cancellation of the Old Chase stock held by TGC.  TGC then formed
New  Chase  Corporation  ("New  Chase")  as  a  new  wholly-owned subsidiary and
transferred  to  New Chase certain of the properties and liabilities received in
the  liquidation  of  Old  Chase  and canceled all intercompany debt owed by Old
Chase  to  TGC.

Effective  July  31,  1996, TGC spun off New Chase by a dividend distribution to
the stockholders of record of TGC common and preferred stock.  At the same time,
the  name was changed from New Chase Corporation to Chase Packaging Corporation.

The  financial statements for 1996 are presented on the basis that the principal
operations  of  Old  Chase  continued  with  the  formation of New Chase and the
statements  of  operations  and  cash flows for the year ended December 31, 1996
consists  of  seven  months  of  operations  of  Old  Chase  and  five months of
operations  of  New  Chase.

The  Company  has  experienced losses for the past four 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.

As  a  result  of the plan of liquidation, the accompanying financial statements
reflect  a  change  in  the basis of accounting used to determine the amounts at
which  assets  and  liabilities  are  carried  from  a  going concern basis to a
liquidation  basis  as of June 30, 1997.  The statement of changes in net assets
in  liquidation  contains  only  the  write-down  of  assets  as of the close of
operations  on  June  30,  1997.

                                      F-8
<PAGE>

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 1997 AND 1996
                           --------------------------



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)     LIQUIDATION  BASIS:

On  June  27,  1997 the Company decided to liquidate effective with the close of
business  on  June 30, 1997, and accordingly revalued its assets and liabilities
to  the  amounts  expected  to be collected and paid during the liquidation.  Up
through  that  date,  the  Company  recorded  its  results  of  operations using
accounting  principles  applicable  to  going  concern  entities.

(B)     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.

(C)     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.  Loss per common
share for the 1996 year was based on the assumption that the 6,960,714 shares of
common  stock  issued under the reorganization plan were issued at the beginning
of  the  period.

NOTE   3   -     LIQUIDATION:

As  part  of  the  Company's plan of liquidation, effective July 21, 1997, Chase
sold  to Lockwood Packaging Corporation Idaho (Lockwood) the Company's operation
at  Idaho  Falls,  Idaho,  as  a  going  concern.

The  assets  sold  included  substantially  all  of  the  Company's  equipment,
furniture,  fixtures,  and  other  assets  located in the Company's 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 total proceeds of
$330,000  were  deposited with the Company's bank to pay down the Company's loan
balances with the bank.  Lockwood then entered into a lease with the Company for
the  Company's  Idaho  Falls  facility.

On  July  25,  1997, the Company notified its creditors by mail that the Company
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.  Inventory  and  equipment were sold to other packaging
concerns  and  an auction was held on August 14, 1997 to liquidate the remaining
inventory,  equipment  and  supplies at the Company's Portland, Oregon facility.
The  Company  received  net  proceeds  of  $305,562  from  this  auction.
                                      F-9
<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 1997 AND 1996
                           --------------------------


NOTE   3   -     LIQUIDATION  (CONTINUED):

The  table  below  sets forth the assets of Chase on a going concern basis as of
June  30,  1997 and the corresponding write-down to the estimated net realizable
value  at  time  of  disposal:



<TABLE>
<CAPTION>


                                                                    Net  realizable
                             Going concern basis    Liquidation     value as of
                              as of June 30, 1997   write-down      June 30, 1997
                              --------------------  --------------- ----------------
<S>                           <C>                           <C>          <C>
Cash                          $             10,975  $         -  $       10,975
Accounts receivable (net)                  830,511            -         830,511
Inventories                              1,875,919      870,995       1,004,924
Prepaid expenses                           292,068      266,389          25,679

Land and building (net book
 value)                                    405,209       80,209         325,000
Machinery & equipment (net
 book value)                             1,181,654      739,254         442,400
Other assets                                 9,181        5,687           3,494
                              --------------------  -----------  --------------
TOTAL                         $          4,605,517  $ 1,962,534  $    2,642,983
                              ====================  ===========  ==============
</TABLE>

NOTE   4   -     EXTRAORDINARY  ITEM  -  GAIN  FROM  EXTINGUISHMENT  OF  DEBT:

On  March  18,  1997, TGC sold its Portland, Oregon facility for $2,430,000 with
$1,780,000  of  the  proceeds applied against the Company's outstanding mortgage
indebtedness  to  Union  Camp  Corporation  with  respect to such facility.  The
$1,780,000  payment  to  Union  Camp,  when combined with a principal payment of
$350,000  made  to  Union  Camp  on  January  7, 1997, from the sale proceeds of
Chase's  polypropylene  weaving equipment, resulted in the Union Camp note being
declared  paid in full as of March 19, 1997.  A gain from debt extinguishment of
$173,893  was  recognized  as a result of these payments.  The gain consisted of
$4,383  in principal and $169,510 in interest carried on the Company's financial
statements  and forgiven by Union Camp.  Due to the Company's net operating loss
position  there  is  no  income  tax  applicable  to  the  gain.

                                      F-10
<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 1997 AND 1996
                           --------------------------


NOTE   5   -     INCOME  TAXES:

The income tax provision reconciled to the tax computed at the statutory federal
rate  is  as  follows.

<TABLE>
<CAPTION>
                                                                 FOR THE YEAR ENDED
                                                                    DECEMBER 31,
                                                               -----------------------
                                                                   1997         1996
                                                               ------------  ----------
<S>                                                                <C>           <C>
Federal tax benefit at statutory rate                          $   950,000   $ 924,000
State tax benefit net of Federal tax effect                        170,000     118,000
Permanent differences                                                    -     (11,000)
Retained by TCG in reorganization                                        -    (612,000)

Change in valuation allowance                                   (1,120,000)   (419,000)
                                                               ------------  ----------
                                                               $         -   $       -
                                                               ============  ==========

Deferred tax assets and liabilities consist of the following:

DEFERRED TAX ASSETS:
 Net operating loss carry forwards                             $ 1,120,000   $ 196,000
 Other                                                                   -      48,000
 Impairment of property and equipment                                    -     185,000

DEFERRED TAX LIABILITIES:
 Depreciation of property and equipment                                  -     (10,000)
                                                              ------------  ----------
                                                                 1,120,000     419,000
 Less valuation allowance                                       (1,120,000)   (419,000)
                                                              ------------  ----------
                                                              $         -   $       -
                                                              ============  ==========
</TABLE>



The  NOL's  accumulated  through July 31, 1996, aggregating $5,260,000, remained
with TGC upon completion of the spin-off of New Chase as discussed in Note 1 and
are  not  available  to  offset future taxable income of Chase.  At December 31,
1997,  Chase  had  approximately $3,300,000 of net operating loss carry forwards
available  which  expire  in  years  beginning  in  2011.

                                      F-11
<PAGE>

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

Not  applicable

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


Allen  T.  McInnes,  59     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;
                                               Director  of  NationsBank  Texas  1990-1993.

Lewis  W.  Lovell,  60      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,  44     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.

Name              Age  Position

Allen T. McInnes  59   Chief Operating Officer, President, 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.

The  table  below  sets  forth  on an accrual basis all cash and cash equivalent
remuneration  paid  by  the Company during the years ended December 31, 1995 and
1996  to  the  Chief Executive Officer and any other executives whose salary and
bonus  exceeded  $100,000,  if  any.  No  compensation  was  paid  for  1997.

                                Summary Compensation Table

                                  Annual Compensation

Name  and
Principal  Position             Year     Salary        Other Anuual Compensation
Lewis  W.  Lovell  (1)         1996     $80,973.99 (1)  $4,297,49  (2)

President  and  Chief  Executive  Officer

Allen  T.  McInnes  (3)      1995       $99,539.00 (3)  $5,260.00  (2)
Chief  Executive  Officer


<TABLE>
<CAPTION>
                                Long-Term Compensation

Name                Year   Restricted Stock Awards   Options   All Other SAR's Compensation
<S>                  <C>           <C>                  <C>              <C>
Lewis W. Lovell     1996           -0-                  -0-               -0-
Allen  T.  McInnes  1995           -0-                  -0-              $4,384  (4)


</TABLE>
(1)   Mr.  Lovell  became  Chief Executive Officer of the Company in July, 1996.
Prior to July, 1996, Mr. Lovell was President and Chief Operating Officer of the
Company  from October, 1995.  For the year ended December 31, 1995, Mr. Lovell's
compensation  from  salary  was $23,105.83 and from use of a company vehicle was
$50.29.

(2)   Represents  personal  use  of  company  vehicle.


(3)   Mr.  McInnes  resigned as Chief Executive Officer of the Company in March,
1996.  Prior to that time, Mr. McInnes was President and Chief Executive Officer
of  TGC  Industries,  Inc.  (the  Company's  former  parent) and Chief Executive
Officer  of  the  Company.  The compensation set forth in the table includes the
compensation  to  Mr. McInnes in his capacity as Chief Executive Officer of both
TGC  and the Company.  From January 1, 1996 to March, 1996, Mr. McInnes received
the  following compensation:  $24,964.65 from salary; $351.00 for insurance; and
$1,197.29  from  TGC's  contribution  to  its  401(k).

(4)   Represents  life  insurance  premiums  in  the  amount  of  $900 and TGC's
contribution  to  its  401(k)  program  in  the  amount  of  $3,484.
                                      -5-
<PAGE>
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.

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.
                                      -6-
<PAGE>
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.

Prior  to  August  1,  1996 Chase Packaging, as a wholly-owned subsidiary of TGC
Industries,  Inc., was a participating employer in the TGC 401(k) Plan.  The TGC
Plan  contained  the same eligibility requirements and Company matching features
as  described  above.

The total amount of the Company's contribution during 1996 for the one executive
officer  participating  in  the  401(k)  Plan was $2,672.75 to Doug Kirkpatrick.

                                      -7-
<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>

                                                            Amount and Nature of    Approximate Percentage
Name and address                    Title of Class          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)
111 Wall Street, 8th Fl.
New York, NY  10005                   Common                               466,666          6.66%
Special Situations(6)
Fund III L.P.
153 E. 53rd Street, 51st Fl.
New York, NY 10022                    Common                               499,999          7.14%
All directors & officers as a group
(3 persons)                           Common                            937,773 (2)        24.12%

* Represents less than 1% of Class
</TABLE>


(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.


NAMES                    STOCK OPTIONS     WARRANTS
-----                    -------------     --------
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


     * 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.

                                      -8-
<PAGE>
(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.

                                     PART IV

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

     (a)     1.     FINANCIAL  STATEMENTS
Consolidated Financial Statements of the Registrant (Included in Part II,
Item 7)

     2.     EXHIBITS

     (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-