A carton packing apparatus occupying a small footprint for efficient packing of articles includes a longitudinal frame housing and an article transfer means. The longitudinal frame housing has an article accumulation platform mounted within and in line with the longitudinal direction of the frame housing, wherein articles and cartons are fed transversely relative to the longitudinal direction of the frame housing to an article loading station and a carton receiving station respectively located adjacent opposite ends of the accumulation platform. The article transfer means is movably mounted within the frame housing, the transfer means being movable over an internal pathway substantially in line with the accumulation platform between an article pick up position and article dispensing condition. In an operating condition a predetermined number of articles at the article loading station are transferred to the accumulation platform, and wherein the transfer means transfers a predetermined number of articles on the accumulation platform to the carton receiving station over the internal pathway for filling the carton with the articles.