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 June 30, 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 June 30, 2004
------------------------------------------------  ------------------------------
     Common Stock, par value $.10 per share              8,627,275 shares

<PAGE>



                                   - INDEX -

<TABLE>
<CAPTION>
                                                                               Page(s)
                                                                               -------

PART I.     Financial Information:

ITEM 1.     Financial Statements
<S>                                                                               <C>
            Condensed Balance Sheets - June 30, 2004 (Unaudited)
             and December 31, 2003                                                3.

            Condensed Statements of Operations (Unaudited) - Cumulative Period
             During the Development Stage (January 1, 1999 to June 30, 2004)
             and the Six and Three Months Ended June 30, 2004 and 2003            4.

            Condensed Statements of Cash Flows (Unaudited) - Cumulative Period
             During the Development Stage (January 1, 1999 to June 30, 2004)
             and the Six Months Ended June 30, 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.


SIGNATURES                                                                        9.

EXHIBITS                                                                         10.
</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 -

                                                            June 30, 2004   December 31, 2003
                                                            -------------   -----------------
                                                             (unaudited)
<S>                                                         <C>             <C>
CURRENT ASSETS:
    Cash and cash equivalents                               $        871    $      1,074
                                                            ------------    ------------

TOTAL ASSETS                                                $        871    $      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             (26,993)        (26,790)
                                                            ------------    ------------
                                                                 (25,111)        (24,908)
                                                            ------------    ------------

                                                            $        871    $      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
                                 (January 1,         Six Months Ended             Three Months Ended
                                   1999 to               June 30,                      June 30,
                                   June 30,     --------------------------    --------------------------
                                    2004)          2004           2003           2004           2003
                                 -----------    -----------    -----------    -----------    -----------
<S>                                <C>            <C>            <C>            <C>            <C>
NET SALES                        $        --    $        --    $        --    $        --    $        --
                                 -----------    -----------    -----------    -----------    -----------

COSTS AND EXPENSES:
   General and administrative
     expense                          28,056            203          4,935            203          1,235
   Interest income                    (1,063)            --            (30)            --            (13)
                                 -----------    -----------    -----------    -----------    -----------
TOTAL COSTS AND EXPENSES              26,993            203          4,905            203          1,222
                                 -----------    -----------    -----------    -----------    -----------

(LOSS) BEFORE INCOME TAXES           (26,993)          (203)        (4,905)          (203)        (1,222)
   Income tax expense                     --             --             --             --             --
                                 -----------    -----------    -----------    -----------    -----------

NET (LOSS)                       $   (26,993)   $      (203)   $    (4,905)   $      (203)   $    (1,222)
                                 ===========    ===========    ===========    ===========    ===========

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                      8,627,275      8,627,275      8,627,275      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       Six Months Ended
                                                         Stage (January 1,          June 30,
                                                              1999 to        ------------------------
                                                           June 30, 2004)      2004          2003
                                                         ----------------    ----------    ----------
<S>                                                      <C>                 <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
  CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss)                                            $        (26,993)   $     (203)   $   (4,905)

   Change in assets and liabilities:
        Accounts payable and accrued expenses                       2,703            --         1,195
                                                         ----------------    ----------    ----------
           Net cash (utilized) by operating activities            (24,290)         (203)       (3,710)


CASH FLOWS FROM INVESTING ACTIVITIES                                   --            --            --


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

NET (DECREASE) IN CASH                                            (10,790)         (203)       (3,710)

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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD              $            871    $      871    $    4,390
                                                         ================    ==========    ==========

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
                                 JUNE 30, 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  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 June 30, 2004
         and the results of its  operations and cash flows for the six and three
         month periods ended June 30, 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 - (LOSS) PER COMMON SHARE:

         (Loss) per common  share was  calculated  by dividing net (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 date
         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 has
         generated 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 June 30, 2004 was $871.

ITEM 3.  CONTROLS AND PROCEDURES:

         (a) Evaluation of Disclosure Controls and Procedures.

         As  of  June  30,  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

         None

         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
                                            ---------------------------



                                            ------------------------------------
Date: August 5, 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 JUNE 30, 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.