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, 2000       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,  2000,  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 had experienced losses for the past years, and the Company's secured
lender  decided  not  to  renew  the  Company's  operating  line of credit.  The
Company's  Board  of  Directors  therefore  determined  that  it was in the best
interest  of  the  Company  and  all of its creditors to liquidate in an orderly
fashion.

Effective  July 21, 1997, the Company sold its operations at Idaho Falls, Idaho,
to  Lockwood  Packing  Corporation ("Lockwood"), as a going concern.  The assets
sold included substantially all of the Company's equipment, furniture, fixtures,
and  other  assets  located  in  the  Idaho Falls, Idaho facility for a total of
$75,000.  In addition, the Company sold inventory from the Idaho Falls operation
to  Lockwood  for $255,000.  The proceeds from these sales were used to pay down
the  Company's  loan  balance  with  its  bank.

On  July  25,  1997, the Company notified its creditors by mail that the Company
would  begin  an orderly liquidation of all of its remaining assets outside of a
formal  bankruptcy  or receivership proceeding in a manner which was 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,  2000  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, 2000 was not
known.  As  a  result  of  the  events  detailed  above,  the  Company's  equity
securities  trade  on  an  extremely  limited  basis.


ITEM  6.  MANAGEMENT'S  PLAN  OF  OPERATIONS:


The  Company has experienced cash losses for the past years in spite of numerous
infusions  of working capital and an aggressive program of inventory and expense
reduction.  During  1997,  the  Board  of  Directors  determined that an orderly
liquidation was in the best interest of the Company and all of its creditors and
retained  the  firm  of  Edward  Hostmann,  Inc.  to  assist the Company in such
liquidation.  Accordingly,  the  Company ceased all operations with the close of
business  on  June  30,  1997

As  part  of  the liquidation process, effective July 21, 1997, the Company sold
most  of  its  assets  in Idaho Falls, Idaho (excluding real estate) to Lockwood
Packaging  Corporation for $330,000.  The Company also sold the Idaho Falls real
estate  (land  and building).  During July and August of 1997 Chase sold most of
its  inventory  in Portland to other packaging companies.  The Company also sold
its  band label extruder for $125,000 with remaining inventory and machinery and
equipment  sold  at  an  August  14  auction for gross proceeds of approximately
$340,000.  As of December 31, 1997, the Company had completed the liquidation of
all  of  its  assets.

Effective  January 1, 1999, the Board of Directors has been devoting its efforts
to  establishing a new business and accordingly, the Company is being treated as
a  development  stage  company,  in  accordance  with  Statement  of  Financial
Accounting  Standards  No. 7, as of that date.  The Company continues to pay for
minor administrative expenses and is generating interest income on its remaining
cash  balance

As  a result of the liquidation completed in 1997, the Company's cash balance as
of  December  31,  2000  was  $7,168.


                                        3
<PAGE>
ITEM 7.  FINANCIAL  STATEMENTS.

                           CHASE PACKAGING CORPORATION
                           ---------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                 ----------------------------------------------


                        - 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, 2000 and 1999 and the related statement of
operations  for  the  periods  then  ended.  In  addition,  we  have audited the
statements  of shareholders' equity (deficit) and cash flows for the period from
January  1,  1999  to  December  31,  2000.  These  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Chase Packaging Corporation as
of  December  31,  2000 and 1999, and the results of its operations and its cash
flows  for  the  years  then  ended  in  conformity  with  accounting principles
generally  accepted  in  the  United  States  of  America.





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


New York,  New York
March 18, 2002


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                  CHASE PACKAGING CORPORATION
                                  ---------------------------
                                 (A DEVELOPMENT STAGE COMPANY)
                                 -----------------------------
                                        BALANCE SHEETS
                                        --------------
                                AS OF DECEMBER 31, 2000 AND 1999
                                --------------------------------

                                                                          2000          1999
                                                                      ------------  ------------
<S>                                                                   <C>           <C>
                                         - ASSETS -
CURRENT ASSETS:
  Cash and cash equivalents                                           $     7,168   $    13,559
                                                                      ------------  ------------

TOTAL ASSETS                                                          $     7,168   $    13,559
                                                                      ============  ============


                          - LIABILITIES AND SHAREHOLDERS' (DEFICIT) -

CURRENT LIABILITIES:
  Accrued expenses                                                    $    25,187   $    30,687
                                                                      ------------  ------------

TOTAL CURRENT LIABILITIES                                                  25,187        30,687
                                                                      ------------  ------------

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      700,296       700,296
  shares issued and outstanding
Additional paid-in capital                                              2,914,207     2,914,207
Accumulated deficit                                                    (3,626,121)   (3,626,121)
Deficit accumulated during the development stage                           (6,401)       (5,510)
                                                                      ------------  ------------
                                                                          (18,019)      (17,128)
                                                                      ------------  ------------

                                                                      $     7,168   $    13,559
                                                                      ============  ============
</TABLE>


                        See notes to financial statements


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------

                                       CUMULATIVE
                                       DURING THE        FOR THE YEAR ENDED
                                    DEVELOPMENT STAGE       DECEMBER 31,
                                   (JANUARY 1, 1999 TO   -----------------
                                    DECEMBER 31, 2000     2000      1999
                                    -------------------  -------  --------
<S>                                 <C>                  <C>      <C>
NET SALES                                $      -        $    -   $     -

COSTS AND EXPENSES:
  General and administrative expense        7,146         1,636     5,510
  Interest income                            (745)         (745)        -
                                         ---------       -------  --------
                                            6,401           891     5,510

LOSS BEFORE INCOME TAXES                   (6,401)         (891)   (5,510)

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

NET LOSS                                 $ (6,401)       $ (891)  $(5,510)
                                         =========       =======  ========


LOSS PER SHARE                           $      -        $    -   $     -
                                         =========       =======  ========
</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 January 1, 1999    7,002,964  $700,296  $2,914,207  $(3,626,121)  $     -   $(11,618)

Net loss for the year ended
  December 31, 1999                   -         -           -            -    (5,510)    (5,510)
                              ---------  --------  ----------  ------------  --------  ---------

Balance at December 31, 1999  7,002,964   700,296   2,914,207   (3,626,121)   (5,510)   (17,128)

NET LOSS FOR THE YEAR ENDED
  DECEMBER 31, 2000                   -         -           -            -      (891)      (891)
                              ---------  --------  ----------  ------------  --------  ---------

BALANCE AT DECEMBER 31, 2000  7,002,964  $700,296  $2,914,207  $(3,626,121)  $(6,401)  $(18,019)
                              =========  ========  ==========  ============  ========  =========
</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        FOR THE YEAR ENDED
                                                       DEVELOPMENT STAGE       DECEMBER 31,
                                                      (JANUARY 1, 1999 TO   ------------------
                                                       DECEMBER 31, 2000)     2000      1999
                                                       -------------------  --------  --------
<S>                                                    <C>                  <C>       <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                  $ (6,401)       $  (891)  $(5,510)

  CHANGE IN ASSETS AND LIABILITIES:
    Accounts payable                                           1,908         (5,500)    7,408
                                                            ---------       --------  --------
  NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES         (4,493)        (6,391)    1,898

CASH FLOWS FROM INVESTING ACTIVITIES                               -              -         -

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

NET (DECREASE) INCREASE IN CASH EQUIVALENTS                   (4,493)        (6,391)    1,898
  Cash and cash equivalents, at beginning of year             11,661         13,559    11,661
                                                            ---------       --------  --------
CASH AND CASH EQUIVALENTS, END OF YEAR                      $  7,168        $ 7,168   $13,559
                                                            =========       ========  ========
</TABLE>


See notes to financial statements.


                                      F-6
<PAGE>
                           CHASE PACKAGING CORPORATION
                           ---------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2000 AND 1999
                           --------------------------

NOTE  1 - DESCRIPTION  OF  COMPANY:

          Chase  Packaging  Corporation  ("the  Company"),  a Texas Corporation,
          manufactured  woven  paper  mesh  for  industrial  applications,
          polypropylene  mesh  fabric  bags for agricultural use and distributed
          agricultural  packaging  manufactured  by other companies. The company
          was  a  wholly-owned  subsidiary of TGC Industries, Inc. (TGC) through
          July  31,  1996.

          The  Company  had  experienced  losses  for  the  past  years, and the
          Company's  secured lender decided not to renew the Company's operating
          line  of  credit.  As  a  result,  the  Company's  Board  of Directors
          determined  that it was in the best interest of the Company and all of
          its  creditors  to  liquidate  in  an  orderly  fashion.

          On  June  25,  1997,  the Company announced to employees and creditors
          that it would begin an orderly liquidation of all its assets beginning
          at  the  close  of  business  on  June 30, 1997. On July 25, 1997, the
          Company  notified its creditors by mail that it would commence with an
          orderly  liquidation  of  all its remaining assets outside of a formal
          bankruptcy or receivership proceeding in a manner intended to maximize
          asset  values. Liquidation of the Company's assets was completed as of
          December  31,  1997.

          The  Board  of  Directors began devoting its efforts to establishing a
          new  business  and  accordingly,  the  Company  is  being treated as a
          development  stage  company, in accordance with Statement of Financial
          Accounting  Standards  No.  7,  effective  January  1,  1999.


NOTE  2 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

          The  Company's  accounting  policies are in accordance with accounting
          policies  generally accepted in the United States of America. Outlined
          below  are  those  policies  which  are  considered  particularly
          significant.


     (a)  USE  OF  ESTIMATES:

          The  preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management  to make estimates and assumptions that affect the reported
          amounts  of assets and liabilities and disclosure of contingent assets
          and  liabilities  at  the  date  of  the  financial statements and the
          reported amounts of revenues and expenses during the reporting period.
          Actual  results  could  differ  from  those  estimates.


     (b)  LOSS  PER  COMMON  SHARE:

          Loss  per  common  share  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, 2000 AND 1999
                           --------------------------


NOTE 3  -  INCOME  TAXES:

<TABLE>
<CAPTION>
                                                                             2000          1999
                                                                         ------------  ------------
<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,  2000,  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, 62    1993             Chairman of the Board of TGC Industries,Inc. since 1993 and Chief
                                         Executive Officer from August, 1993 to March 31, 1996;Executive
                                         Vice President and Director of Tenneco, Inc. 1960-1992; Director
                                         of TETRA Technologies since April 1, 1996 and President and
                                         CEO from April 1, 1996 to June 2001.

Herbert M. Gardner, 61  2001             Senior Vice President of Janney Montgomery Scott, Inc
                                         investment bankers, since 1978; Director of TGC Industries, since
                                         1986; Chairman of the Board and a Director of Supreme Industries,
                                         Inc., a manufacturer of specialized truck bodies and shuttle buses,
                                         since 1979 and President since 1992; Director of Nu Horizons
                                         Electronics Corp., an electronic component distributor; Director of
                                         iDine Rewards Network Inc., (formerly Transmedia Network, Inc.,)
                                         a leader in the development and marketing of transaction-based
                                         dining and other consumer savings programs;  Director of Hirsch
                                         International Corp., an importer of computerized embroidery
                                         machine application software; Director of Co-Active Marketing
                                         Group, Inc., a marketing and sales promotion company; Director of
                                         Rumson-Fair Haven Bank and Trust Company, a New Jersey state
                                         independent, commercial bank and trust company.

William J. Barrett, 61  2001             Senior Vice President of Janney Montgomery Scott Inc.,
                                         investment bankers, since 1978; Secretary of TGC Industries, Inc.
                                         since 1979 and a Director of TGC Industries, Inc. since 1986;
                                         Secretary, Assistant Treasurer, and a Director of Supreme
                                         Industries, Inc., a manufacturer of specialized truck bodies and
                                         shuttle buses, since 1979; Chairman of the Board of Rumson-Fair
                                         Haven Bank and Trust Company, a New Jersey state independent,
                                         commercial bank and trust company
</TABLE>

Unaffiliated  Directors of the Company are not paid fees, but will be reimbursed
for  expenses  in connection with meetings of the Board of Directors attended by
them.


                                        4
<PAGE>
EXECUTIVE  OFFICERS

The following table sets forth certain information concerning the persons who
serve as executive officers of the Company, and will continue to serve in such
positions, as the discretion of the Board of Directors.  For those persons who
are also Directors of the Company, additional information appears above.

Name                Age     Position

Allen T. McInnes     62     President, Chairman


COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT.

To  the  best  of the Company's knowledge all directors, executive officers, and
beneficial  owners  have  complied with the requirements of Section 16(a) of the
Exchange  Act.


ITEM 10.  EXECUTIVE  COMPENSATION.

No  compensation  has  been paid by the Company to any officer during the past 3
years.

1996  STOCK  OPTION  PLAN

On July 10, 1996, the Company's Board of Directors and sole shareholder approved
and  adopted  the  Company's 1996 Stock Option Plan.  The 1996 Stock Option Plan
will  terminate  on  July  10,  2006,  or  on  such earlier date as the Board of
Directors  may  determine.


ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT.

The following table sets forth the names of those persons known to Management to
be  beneficial  owners of more than five percent of the Company's $.10 par value
Common  Stock  as of March 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>
Allen T. McInnes                      Common          816,143                  11.65%

Herbert J. Gardner                    Common          400,645 (2)              5.72%

William J. Barrett                    Common          536,455 (3)              7.66%

Special Situations Funds (4)          Common          789,165                  11.27%
153 E. 53rd Street, 51st Fl.
New York, NY 10022

All directors & officers as a group   Common          1,753,243                25.03%
(3 persons)
</TABLE>


                                        4
<PAGE>
(1) The percentage calculations have been made in accordance with Rule 13d- 3(d)
(1) promulgated  under  the  Securities  Exchange  Act  of  1934.

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

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

(4)  MGP  Advisors Limited Partnership ("MGP") is the general partner of Special
Situations Funds ("Special Situations"). AWM Investment Company, Inc. ("AWM") is
the  sole  general  partner  of  MGP.  Austin  W. Marxe is the principal limited
partner  of  MGP  and  is  the  President  and  Chief  Executive Officer of AWM.


ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

To  the  best  of  the  Company's knowledge there have been no transactions with
management  or  other  related  parties  to  which the Company has been a party.

                                    PART IV

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

          (a)  1.   FINANCIAL  STATEMENTS

                    Financial Statements of the Registrant (Included in Part II,
                    Item  7)

               2.   EXHIBITS

                    None

          (b)  REPORTS  ON  FORM  8-K

                    None


                                        5
<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


                                        6
<PAGE>