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, 2004

                                       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, 2004
--------------------------------------             -----------------------------
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, 2004 (Unaudited)
               and December 31, 2003                                                        3.

               Condensed Statements of Operations (Unaudited) - Cumulative Period
               During the Development Stage (January 1, 1999 to March 31, 2004)
               and the Three Months Ended March 31, 2004 and 2003                           4.

               Condensed Statements of Cash Flows (Unaudited) - Cumulative Period
               During the Development Stage (January 1, 1999 to March 31, 2004)
               and the Three Months Ended March 31, 2004 and 2003                           5.

               Notes to Interim Condensed Financial Statements (Unaudited)                  6.

ITEM 2.        Management's Discussion and Analysis or Plan of Operation                    7.

ITEM 3.        Controls and Procedures                                                      7.

PART II.       Other Information                                                            8.

Item 6         Exhibits and Reports on Form 8-K                                             9.

SIGNATURES                                                                                 10.

EXHIBITS
</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, 2004    December 31, 2003
                                                                  --------------    -----------------
                                                                    (UNAUDITED)
CURRENT ASSETS:
<S>                                                                 <C>                <C>
    Cash and cash equivalents                                       $     1,074        $     1,074
                                                                    -----------        -----------

TOTAL ASSETS                                                        $     1,074        $     1,074
                                                                    ===========        ===========

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
    Accrued expenses                                                $    25,982        $    25,982
                                                                    -----------        -----------

TOTAL CURRENT LIABILITIES                                                25,982             25,982
                                                                    -----------        -----------


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 2004 and 2003                                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                    (26,790)           (26,790)
                                                                    -----------        -----------
                                                                        (24,908)           (24,908)
                                                                    -----------        -----------

                                                                    $     1,074        $     1,074
                                                                    ===========        ===========
</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
                                         Development Stage           Three Months Ended
                                        (January 1, 1999 to               March 31,
                                           March 31, 2004)         2004              2003
                                             -----------        -----------       -----------
<S>                                          <C>                <C>               <C>
NET SALES                                    $        --        $        --       $        --
                                             -----------        -----------       -----------

COSTS AND EXPENSES:
    General and administrative expense            27,853                 --             3,700
    Interest income                               (1,063)                --               (17)
TOTAL COSTS AND EXPENSES                          26,790                 --             3,683
                                             -----------        -----------       -----------

(LOSS) BEFORE INCOME TAXES                       (26,790)                --            (3,683)
   Income tax expense                                 --                 --                --
                                             -----------        -----------       -----------

NET (LOSS)                                   $   (26,790)       $        --       $    (3,683)
                                             ===========        ===========       ===========

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                                  7,575,819          8,627,275         8,627,275
                                             ===========        ===========       ===========

(LOSS) PER COMMON SHARE                      $        --        $        --       $        --
                                             ===========        ===========       ===========
</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
                                                                    Development Stage       Three Months Ended
                                                                  (January 1, 1999 to             March 31,
                                                                     March 31, 2004)        2004           2003
                                                                     ---------------      --------       --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                       <C>             <C>            <C>
    Net (loss)                                                            $(26,790)       $     --       $ (3,683)

    Change in assets and liabilities:
         Accounts payable and accrued expenses                               2,703              --          1,195
                                                                          --------        --------       --------
              NET CASH (UTILIZED) BY OPERATING ACTIVITIES                  (24,087)             --         (2,488)


CASH FLOWS FROM INVESTING ACTIVITIES                                            --              --             --


CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from private placement/exercise of stock warrants              13,500              --             --
                                                                          --------        --------       --------

NET (DECREASE) IN CASH                                                     (10,587)             --         (2,488)

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD                           11,661           1,074          8,100
                                                                          --------        --------       --------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                               $  1,074        $  1,074       $  5,612
                                                                          ========        ========       ========


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, 2004
                                   (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  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 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,  2004 and the  results  of its  operations  and cash
            flows for the three month periods ended March 31, 2004 and 2003.

            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, 2003 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>

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

            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 capital  contributions  during
            2002, the Company's cash balance as of March 31, 2004 was $1,074.

ITEM 3. CONTROLS AND PROCEDURES:

            (a) Evaluation of Disclosure Controls and Procedures.

            As of March  31,  2004,  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 7.

<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 and Reports

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

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

              Exhibit 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.

              Exhibit 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 8.

<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



                                        /s/ Ann W. Green
                                        ----------------------------------------
Date: June 29, 2004                     Ann W. Green
                                        (Assistant Secretary
                                        and Principal Financial and
                                        Accounting Officer)


                                                                         Page 9.

<PAGE>

                           CHASE PACKAGING CORPORATION
                         QUARTERLY REPORT ON FORM 10-QSB
                          QUARTER ENDED MARCH 31, 2004

                                  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 10.