UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 30, 2012

Chase Packaging Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (732) 741-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.               Entry into a Material Definitive Agreement

Effective June 30, 2012, Chase Packaging Corporation (the “Company”) entered into an amendment to its warrant agreement (“Amendment No. 1 to Warrant Agreement”) with the holders of the Company’s warrants (the “Warrants”).  The purpose of Amendment No. 1 to Warrant Agreement is to extend the expiration date of the warrants from September 7, 2012 until September 7, 2014 and to remove the put feature and reduced exercise price feature.  The exercise price and all other terms of the original warrant agreement remain the same.

Holders of the Warrants who entered into Amendment No. 1 to Warrant Agreement with the Company include the following affiliates of the Company: (i) William J. Barrett, secretary and director of the Company, and his wife; (ii) Edward L. Flynn, director of the Company, and his wife; (iii) Herbert M. Gardner, vice president and director of the Company, and his wife; (iv) Ann C.W. Green, chief financial officer and assistant secretary of the Company; and (v) Allen T. McInnes, chairman of the board, president and treasurer of the Company.

The foregoing description of Amendment No. 1 to Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amendment No. 1 to Warrant Agreement, which is included as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 9.01.               Financial Statements and Exhibits

Exhibits

4.1           Form of Amendment No. 1 to Warrant Agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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