EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      I,  Ann  W.  Green,   assistant  secretary  and  principal  financial  and
accounting officer of Chase Packaging Corporation, certify that:

1.    I have reviewed this  quarterly  report on Form 10-QSB of Chase  Packaging
      Corporation;

2.    Based on my  knowledge,  this  annual  report  does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information included in this annual report, fairly present in all material
      respects the financial condition,  results of operations and cash flows of
      the  registrant  as of, and for,  the  periods  presented  in this  annual
      report;

4.    The  registrant's  other  certifying  officer  and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and we have:

      a)    designed  such  disclosure  controls and  procedures  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this annual report is being prepared;

      b)    evaluated the effectiveness of the registrant's  disclosure controls
            and procedures  and presented in this annual report our  conclusions
            about the effectiveness of the disclosure controls and procedures as
            of the end of the period covered by this annual report based on such
            evaluation; and

      c)    disclosed  in this  annual  report  any  change in the  registrant's
            internal  control over financial  reporting that occurred during the
            registrant's  most recent fiscal year that has materially  affected,
            or is  reasonably  likely to  materially  affect,  the  registrant's
            internal control over financial reporting.

5.    The registrant's other certifying  officer and I have disclosed,  based on
      our most recent  evaluation of internal control over financial  reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent function):

      c)    all significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      d)    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

June 29, 2004

                                        ----------------------------------------
                                        Ann W. Green
                                        Secretary/Treasurer (Principal Financial
                                        and Accounting Officer)