SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005

                                       OR

(_)   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

   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)

                   636 River Road, Fairhaven, New Jersey 07704
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (732) 741-1500
                ------------------------------------------------
                (Issuer's telephone number, including area code)


Check whether the Issuer (1) 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


             Class                            Outstanding at March 31, 2005
--------------------------------------      ----------------------------------
Common Stock, par value $.10 per share                8,627,275 shares


<PAGE>


                                    - INDEX -


<TABLE>
<CAPTION>
                                                                                                 Page(s)
                                                                                                 -------
<S>            <C>                                                                               <C>
PART I.        Financial Information:

ITEM 1.        Financial Statements

               Condensed Balance Sheets - March 31, 2005 (Unaudited)
               and December 31, 2004                                                                  3.

               Condensed Statements of Operations (Unaudited) - Cumulative Period
               During the Development Stage (January 1, 1999 to March 31, 2005)
               and the Three Months Ended March 31, 2005 and 2004                                     4.

               Condensed Statements of Cash Flows (Unaudited) - Cumulative Period
               During the Development Stage (January 1, 1999 to March 31, 2005)
               and the Three Months Ended March 31, 2005 and 2004                                     5.

               Notes to Interim Condensed Financial Statements (Unaudited)                            6.


ITEM 2.        Management's Discussion and Analysis or Plan of Operation                              8.


ITEM 3.        Controls and Procedures                                                                8.


PART II.       Other Information                                                                      9.

SIGNATURES                                                                                           10.

EXHIBITS INDEX                                                                                       11.
</TABLE>



                                     Page 2.
<PAGE>

PART I.  FINANCIAL INFORMATION:

ITEM I.  FINANCIAL STATEMENTS:

                           CHASE PACKAGING CORPORATION
                          (A Development Stage Company)
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                   - ASSETS -

                                                                                         March 31,     December 31,
                                                                                           2005           2004
                                                                                        -----------    -----------
                                                                                        (unaudited)
<S>                                                                                     <C>            <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                           $     3,129    $       734
                                                                                        -----------    -----------

TOTAL ASSETS                                                                            $     3,129    $       734
                                                                                        ===========    ===========

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
    Accrued expenses                                                                    $    14,186    $    11,905
                                                                                        -----------    -----------

TOTAL CURRENT LIABILITIES                                                                    14,186         11,905
                                                                                        -----------    -----------

CONVERTIBLE NOTES PAYABLE                                                                    16,500         12,500
                                                                                        -----------    -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
    Preferred stock $1.00 par value; 4,000,000
       shares authorized, none issued                                                            --             --
    Common stock, $.10 par value, 25,000,000 authorized,
       8,627,275 issued in 2005 and 2004                                                    862,728        862,728
    Additional paid-in capital                                                            2,757,275      2,757,275
    Common stock subscribed                                                                   8,000          8,000
    Accumulated deficit                                                                  (3,626,121)    (3,626,121)
    Deficit accumulated during the development stage                                        (29,439)       (25,553)
                                                                                        -----------    -----------
                                                                                            (27,557)       (23,671)
                                                                                        -----------    -----------
                                                                                        $     3,129    $       734
                                                                                        ===========    ===========
</TABLE>


                       See notes to financial statements.


                                    Page 3.
<PAGE>



                           CHASE PACKAGING CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                 Cumulative During the              Three Months Ended
                                                   Development Stage                     March 31,
                                                  (January 1, 1999 to       ---------------------------------
                                                    March 31, 2005)            2005                   2004
                                                 ----------------------     -----------           -----------
<S>                                                   <C>                   <C>                   <C>
NET SALES                                             $        --           $        --           $        --
                                                      -----------           -----------           -----------

COSTS AND EXPENSES:
    General and administrative expense                     37,403                 3,700                    --
    Reversal of over-accrued expenses                      (7,077)                   --                    --
    Interest expense                                          190                   190                    --
    Interest income                                        (1,077)                   (4)                   --
                                                      -----------           -----------           -----------
TOTAL COSTS AND EXPENSES                                   29,439                 3,886                    --
                                                      -----------           -----------           -----------

(LOSS) BEFORE INCOME TAXES                                (29,439)               (3,886)                   --

    Income tax expense                                         --                    --                    --
                                                      -----------           -----------           -----------

NET (LOSS)                                            $   (29,439)          $    (3,886)          $        --
                                                      ===========           ===========           ===========

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                                           8,627,275             8,627,275             8,627,275
                                                      ===========           ===========           ===========

(LOSS) PER COMMON SHARE -  BASIC AND DILUTED          $        --           $        --           $        --
                                                      ===========           ===========           ===========
</TABLE>


                       See notes to financial statements.


                                    Page 4.
<PAGE>




                           CHASE PACKAGING CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 Cumulative During the         Three Months Ended
                                                                   Development Stage                 March 31,
                                                                  (January 1, 1999 to      ----------------------------
                                                                     March 31, 2005)         2005               2004
                                                                        --------           --------           --------
<S>                                                                     <C>                <C>                <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss)                                                          $(29,439)          $ (3,886)          $     --

    Change in assets and liabilities:
    Accounts payable and accrued expenses                                 (9,093)             2,281                 --
                                                                        --------           --------           --------
      Net cash (utilized) provided by operating activities               (38,532)            (1,605)                --
                                                                        --------           --------           --------


CASH FLOWS FROM INVESTING ACTIVITIES                                          --                 --


CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from private placement/exercise of stock warrants             5,500                 --                 --
    Proceeds from convertible debt                                        16,500              4,000                 --
    Capital contribution                                                   8,000                 --                 --
                                                                        --------           --------           --------
      Net cash provided by financing activities                           30,000              4,000                 --
                                                                        --------           --------           --------

NET (DECREASE) INCREASE IN CASH                                           (8,532)             2,395                 --

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD                         11,661                734              1,074
                                                                        --------           --------           --------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                             $  3,129           $  3,129           $  1,074
                                                                        ========           ========           ========


SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for:
       Interest                                                         $     --           $     --           $     --
</TABLE>


                       See notes to financial statements.


                                    Page 5.
<PAGE>


                           CHASE PACKAGING CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (Unaudited)

NOTE   1   -    BASIS OF PRESENTATION:

                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 experienced losses for many 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 has been devoting its efforts to
                establishing a new business and, accordingly, the Company is
                being treated as a development state stage company, in
                accordance with Statement of Financial Accounting Standards No.
                7, effective January 1, 1999.

                In the opinion of management, the accompanying unaudited interim
                condensed financial statements of the Company, contain all
                adjustments necessary (consisting of normal recurring accruals
                or adjustments only) to present fairly the Company's financial
                position as of March 31, 2005 and the results of its operations
                and cash flows for the three month periods ended March 31, 2005
                and 2004.

                The accounting policies followed by the Company are set forth in
                Note 2 to the Company's financial statements included in its
                Annual Report on Form 10-KSB for the year ended December 31,
                2004 which is incorporated herein by reference. Specific
                reference is made to this report for a description of the
                Company's securities and the notes to consolidated financial
                statements.


NOTE   2   -    INCOME (LOSS) PER COMMON SHARE:

                Income (loss) per common share was calculated by dividing net
                income (loss) by the weighted average number of shares
                outstanding for each reporting period.


NOTE   3   -    SHAREHOLDERS' EQUITY:

                In July 2002, the Company received $8,000 as payment for 800,000
                shares of common stock. Such shares have not been issued as of
                the filing of this report.



                                    Page 6.
<PAGE>



                           CHASE PACKAGING CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (Unaudited)

NOTE   3   -    CONVERTIBLE DEBT:

                 During the 2004 third quarter, the Company issued $12,500 of 5%
                 Convertible Notes and received proceeds of $12,500, and during
                 the first quarter of 2005, the Company issued $4,000 of 5%
                 Convertible Notes and received proceeds of $4,000. The
                 investors were directors and an officer of the Company. The
                 Notes are convertible into common stock at $0.01 or par value
                 (currently $0.10 per share) whichever is greater. The Company
                 and the Note Holders have the option to mutually extend the
                 term of the Notes if the par value has not been reduced to
                 $0.01, by the due date. If the Notes are converted at a value
                 greater than $0.01, then the Note Holders will, upon
                 conversion, receive a Unit consisting of one share of common
                 stock and a 10-year warrant exercisable at the then par value
                 of the common stock. Interest will accrue and be paid at
                 maturity and, if unpaid, added to principal at the time of
                 conversion. The notes, which were originally due in 2006 have
                 been extended until 2007.



                                    Page 7.
<PAGE>


ITEM 2.       MANAGEMENT'S PLAN OF OPERATIONS:

              Chase Packaging Corporation (the Company) experienced cash losses
              for past years in spite of numerous infusions of working capital
              and an aggressive program of inventory and expense reductions.
              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.

              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, Oregon to other packaging companies. The Company also
              sold its band label extruder for $125,000 and its remaining
              inventory and machinery and equipment were sold at an August 14,
              1997 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. There can be no assurance that we will
              be successful in either establishing a new business or in finding
              a business for acquisition.

              As a result of the sale of common shares in a private placement
              and the exercise of common stock purchase warrants during the last
              quarter of 2001 as well as additional loans and capital
              contributions made since then, to satisfy the Company's minimal
              cash requirements, the Company's cash balance as of March 31, 2005
              was $3,129.

ITEM 3.       CONTROLS AND PROCEDURES:

              (a) Evaluation of Disclosure Controls and Procedures.

              As of March 31, 2005, we carried out an evaluation, under the
              supervision of Ann W. Green our sole Principal Financial Officer,
              of the effectiveness of the design and operation of our disclosure
              controls and procedures pursuant to Rule 13a-14 of the Securities
              Exchange Act of 1934 (the "Exchange Act"), which disclosure
              controls and procedures are designed to insure that information
              required to be disclosed by a company in the reports that it files
              under the Exchange Act is recorded, processed, summarized and
              reported within required time periods specified by the SEC's rules
              and forms. Based upon that evaluation, the Principal Financial
              Officer concluded that our disclosure controls and procedures are
              effective in timely alerting management to material information
              relating to the company required to be included in the company's
              period SEC filings.

              (b) Changes in Internal Control.

              Subsequent to the date of such evaluation as described in
              subparagraph (a) above, there were no significant changes in our
              internal controls or other factors that could significantly affect
              these controls, including any corrective action with regard to
              significant deficiencies and material weaknesses




                                    Page 8.
<PAGE>


                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings

              None

Item 2.       Changes in Securities

              None

Item 3.       Defaults upon Senior Securities

              None

Item 4.       Submission of Matters to a Vote of Security Holders

              None

Item 5.       Other Information

              None

Item 6.       Exhibits

              None

              Exhibit31.1         Certification of the Chief Executive Officer
                                  pursuant to Section 302 of the Sarbanes-Oxley
                                  Act of 2002.

              Exhibit31.2         Certification of the Principal Financial and
                                  Accounting Officer pursuant to Section 302 of
                                  the Sarbanes-Oxley Act of 2002.

              Exhibit32.1         Certification of the Chief Executive Officer
                                  pursuant to 18 U.S.C. Section 1350, as
                                  adopted pursuant to Section 906 of the
                                  Sarbanes-Oxley Act of 2002.

              Exhibit32.2         Certification of the Principal Financial
                                  Officer pursuant to 18 U.S.C. Section 1350,
                                  as adopted pursuant to Section 906 of the
                                  Sarbanes-Oxley Act of 2002.




                                    Page 9.
<PAGE>

                                   SIGNATURES


In accordance with the requirements 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 12, 2005            Ann W. Green
                              (Assistant Secretary
                              and Principal Financial and
                              Accounting Officer)



                                    Page 10.
<PAGE>


                           CHASE PACKAGING CORPORATION
                         QUARTERLY REPORT ON FORM 10-QSB
                          QUARTER ENDED MARCH 31, 2005

                                  EXHIBIT INDEX



Exhibit
Number             Description

31.1               Certification of the Chief Executive Officer pursuant to
                   Section 302 of the Sarbanes-Oxley Act of 2002.

31.2               Certification of the Principal Financial and Accounting
                   Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
                   2002.

32.1               Certification of the Chief Executive Officer pursuant to 18
                   U.S.C. Section 1350, as adopted pursuant to Section 906 of
                   the Sarbanes-Oxley Act of 2002.

32.2               Certification of the Principal Financial Officer pursuant to
                   18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                   the Sarbanes-Oxley Act of 2002.



                                    Page 11.