** **

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-QSB/A**

** **
| **x**      | ** ** | **QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934**                                        |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                               |
| ** ** | ** ** | **For the quarterly period ended  September 30, 2007**                                                                              |
| ** ** | ** ** | ** **                                                                                                                               |
| ** ** | ** ** | **OR**                                                                                                                                   |
| ** ** | ** ** | ** **                                                                                                                               |
| **o**      | ** ** | **TRANSITION  REPORT UNDER 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)  |       |                                 |

 

**636River Road, Fair Haven, New Jersey  07704**

(Address of principal executive offices)   (Zip Code)

 

**(732) 741-1500**

(Registrant’s telephone number, including area code)

 

Indicateby check mark whether the registrant: (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

YES x  NO o

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act. YES x  NO o

 

Indicatethe number of shares outstanding of each of the issuer’s classes of commonstock, as of the latest practicable date.

 

| **Class**                               | ** ** | **Outstanding at November 9, 2007** |
|-----------------------------------------|------------|---------------------------------------------------------|
| Common  Stock, par value $.10 per share |       | 15,536,275 shares                                       |

 

 

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** **

**Explanatory Note**

 

ChasePackaging Corporation (the “Company”) is filing this Amendment No. 1 (this“Amendment”) to Form 10-QSB for the period ended September 30, 2007(the “Original Report”).  The purpose of this Amendment is to includeinformation under Item 5. “Other Information” regarding a registrationrights agreement entered into by and among the Company and certain purchasersof the Company’s units in a private placement of its securities.  Asrequired by Rule 12b-15 promulgated under the Securities Exchange Act of1934, as amended, the complete text of Part II, Item 5 has been set forthin this Amendment.

 

Exceptwith respect to the discussion of the registration rights agreement and theinclusion of the registration rights agreement as an exhibit to this Amendment,the Company has not modified or updated any of its prior disclosure in theOriginal Report.  Accordingly, this Amendment should be read inconjunction with the Company’s filings made with the Securities and ExchangeCommission (the “SEC”) subsequent to the filing of the Original Report,including any amendments to those filings.

 

**PART II. OTHER INFORMATION**

 

**Item 5.****                                ****Other Information**

 

TheCompany entered into a registration rights agreement with certain purchasers ofthe Company’s units in a private placement of its securities that closed on September 7,2007 (the “closing date”). The Company agreed to use its best efforts toregister the reoffer and resale of the common stock, the preferred stock, andthe warrants comprising the units by filing a registration statement under theSecurities Act of 1933, as amended, with the SEC within 270 days after theclosing date of the private placement. The Company will bear all of theexpenses, and pay all of the fees, in connection with the preparation andfiling of such registration statement.

 

There are no materialrelationships between the Company or its affiliates and any of the parties tothe registration rights agreement, other than with respect to the agreement,except that:  (i) William J.Barrett, Herbert M. Gardner and Allen T. McInnes serve as officers anddirectors of the Company; (ii) Edward L. Flynn serves as a director of theCompany; and (iii) Ann C.W. Green serves as an officer of the Company.

 

Theforegoing description of the registration rights agreement does not purport tobe complete and is qualified in its entirety by reference to the full text ofthe registration rights agreement, which is included as Exhibit 4.1 heretoand is incorporated herein by reference.

 

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**Item 6.****                                ****Exhibits**

 
| **Number** | ** ** | **Description**                                                                                                                                                                                                                                           |
|------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                      |
| 3.1        |       | Articles  of Incorporation, as amended, of the Company filed as Exhibit 3.1 to the  Company’s Form 10-SB, as amended, dated October 24, 1996 filed with  the Securities and Exchange Commission and incorporated herein by reference. |
| 3.2        |       | Bylaws  of the Company filed as Exhibit 3.2 to the Company’s Form 10-SB, as  amended, dated October 24, 1996 filed with the Securities and Exchange  Commission and incorporated herein by reference*.*                               |
| 4.1*       |       | Form of  Registration Rights Amendment dated as of September 7, 2007, by and  among the Company and certain purchasers named therein.                                                                                                           |
| 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.                                                                                    |

 

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*filedherewith

 

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**SIGNATURES**

** **

 

Inaccordance with the requirements of the Exchange Act, the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 

 
|                               | **CHASE  PACKAGING CORPORATION** |
|------------------------------------|----------------------------------|
|                               |                             |
|                               |                             |
| Date:  May 5,  2008 | /s/  Ann W. Green                |
|                               | Ann  W. Green                    |
|                               | (Assistant  Secretary            |
|                               | and  Principal Financial and     |
|                               | Accounting  Officer)             |

 

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