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 annual 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):

         a)    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

         b)    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.

May 12, 2005


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