content: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
  
                                      FORM 8-K
  
                            TO CURRENT REPORT ON FORM 8-K
  
                           PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
                Date of Report:     Date of Earliest Event Reported:
                       November 15, 1999     November 15, 1999
  
  
                           COMMISSION FILE NUMBER 0-11663
  
  
                               CHANCELLOR CORPORATION
               (Exact name of registrant as specified in its charter)
  
                            MASSACHUSETTS     04-2626079
                (State of other jurisdiction of     (I.R.S. Employer
               incorporation or organization)     Identification No.)
  
                                  210 SOUTH STREET
                             BOSTON, MASSACHUSETTS 02111
                (Address of principal executive offices and zip code)
  
  
         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 368-2700
  
  
  
  
  
  
  
  
  
  
  
  
  ITEM  2.     ACQUISITION  OR  DISPOSITION  OF  ASSETS
  
  On  September  30,  1999,  Chancellor Africa Corporation (Pty) Ltd. ("Chancellor
  Africa"  or  the  "Company"),  an indirect wholly owned subsidiary of Chancellor
  Corporation  ("Chancellor")  acquired  approximately  15.1%  of  the  issued and
  outstanding  capital stock of Afinta Motor Corporation (Pty) Ltd., a corporation
  organized  under  the laws of the Republic of South Africa ("AMC") pursuant to a
  Stock  Purchase  Agreement  (the  "Agreement")  dated  September  30,  1999.
  
  AMC  is one of the largest manufacturers/assemblers of light commercial vehicles
  including  trucks,  tractor  trailers,  buses,  automobiles  and  sport  utility
  vehicles  in  the  Republic  of South Africa.  The Company's investment into AMC
  will  provide  Chancellor  with  the  ability  to  capitalize  on  a  number  of
  opportunities  available  in the fast growing South African market.  The Company
  will  also  be  performing  in  an  advisory  capacity  to AMC's captive finance
  subsidiary  Afinta Financial Services (Pty) Ltd. with respect to the structuring
  of  vehicle  financing  packages  and  the development of a secondary market for
  off-lease transportation equipment.  The Company views this as an investment and
  has  accounted  for  said  investment  under  the  equity  method of accounting.
  
  Additionally,  on  September  30, 1999, the Company acquired the exclusive world
  wide  distribution  rights to all of AMC's current and future product lines with
  the  exception  of  Africa, England, Scotland and Wales pursuant to an Exclusive
  World  Wide  Distribution  Agreement  by  and  between Chancellor Africa, Africa
  Finance  Corporation (Pty) Ltd., a wholly owned subsidiary of Chancellor Africa,
  and  AMC  dated  September  30,  1999.
  
  The consideration paid by the Company in connection with the investment into AMC
  and  the  acquisition  of  the  exclusive world wide distribution rights (within
  previously  defined  territory)  consisted  of 350,000 shares of a newly created
  Series  B  Convertible  Preferred  Stock  of Chancellor (the "Series B Preferred
  Stock")  (valued  at  $1.25  per  common share, on an as converted basis, by New
  Africa  Opportunity  Fund).  The  Series  B  Preferred  Stock  has a liquidation
  preference  of  $20.00  per share and is convertible into shares of Chancellor's
  Common  Stock,  $.01  par value, on a ten for one (10:1) basis.  The Company has
  recently  engaged  Ernst  & Young's local office in South Africa for guidance on
  the  valuation  of  this  transaction.
  
  
  <PAGE>
  ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS
  
  
  (b)     Exhibits:
  
       Exhibit  2          Stock  Purchase Agreement, dated September 30, 1999, by
  and  between                         Africa  Finance  Corporation  (Pty)  Ltd.,
  Chancellor  Corporation, New                         Africa Opportunity Fund Sub
  Two,  LLC, Afinta Motor Corporation (Pty)                    Ltd., Graham Edward
  Nicholls, Robert Charles Drake, and Harold                         Joshua Manne.
  
       Exhibit  10          Exclusive  World  Wide  Distribution  Agreement, dated
  September  30,                         1999,  by  and  between Chancellor Africa
  Corporation (Pty) Ltd., Africa                         Finance Corporation (Pty)
  Ltd.  and  Afinta  Motor  Corporation  (Pty)  Ltd.
  
  Exhibit  99          Press  Release  dated  November  17,  1999
  
  
  <PAGE>
                                     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  thereunto  duly  authorized.
  
                                CHANCELLOR  CORPORATION
  
  
                                     By:    /s/  Franklyn  E.  Churchill
                                            Franklyn  E.  Churchill,
                                            President,  Chief  Operating  Officer
                                              and  Director
  
  
  
  Date:  November  15,  1999
  
  
  
  <PAGE>
                                    EXHIBIT INDEX
  
  Exhibit  No.     Description
  ------------     -----------
  
  
  Exhibit  2          Stock  Purchase  Agreement, dated September 30, 1999, by and
  between                         Africa  Finance  Corporation  (Pty)  Ltd.,
  Chancellor  Corporation, New                         Africa Opportunity Fund Sub
  Two,  LLC, Afinta Motor Corporation (Pty)                    Ltd., Graham Edward
  Nicholls, Robert Charles Drake, and Harold                         Joshua Manne.
  
  Exhibit 10          Exclusive World Wide Distribution Agreement, dated September
  30,                         1999,  by  and between Chancellor Africa Corporation
  (Pty)  Ltd.,  Africa                         Finance  Corporation (Pty) Ltd. and
  Afinta  Motor  Corporation  (Pty)  Ltd.
  
  Exhibit  99          Press  Release  dated  November  17,  1999
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text: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM 8-K
  
                            TO CURRENT REPORT ON FORM 8-K
  
                           PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                Date of Report:     Date of Earliest Event Reported:
                       November 15, 1999     November 15, 1999
  
                           COMMISSION FILE NUMBER 0-11663
  
                               CHANCELLOR CORPORATION
               (Exact name of registrant as specified in its charter)
  
                            MASSACHUSETTS     04-2626079
                (State of other jurisdiction of     (I.R.S. Employer
               incorporation or organization)     Identification No.)
  
                                  210 SOUTH STREET
                             BOSTON, MASSACHUSETTS 02111
                (Address of principal executive offices and zip code)
  
         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 368-2700
  
  ITEM  2.     ACQUISITION  OR  DISPOSITION  OF  ASSETS
  
  On  September  30,  1999,  Chancellor Africa Corporation (Pty) Ltd. ("Chancellor
  Africa"  or  the  "Company"),  an indirect wholly owned subsidiary of Chancellor
  Corporation  ("Chancellor")  acquired  approximately  15.1%  of  the  issued and
  outstanding  capital stock of Afinta Motor Corporation (Pty) Ltd., a corporation
  organized  under  the laws of the Republic of South Africa ("AMC") pursuant to a
  Stock  Purchase  Agreement  (the  "Agreement")  dated  September  30,  1999.
  
  AMC  is one of the largest manufacturers/assemblers of light commercial vehicles
  including  trucks,  tractor  trailers,  buses,  automobiles  and  sport  utility
  vehicles  in  the  Republic  of South Africa.  The Company's investment into AMC
  will  provide  Chancellor  with  the  ability  to  capitalize  on  a  number  of
  opportunities  available  in the fast growing South African market.  The Company
  will  also  be  performing  in  an  advisory  capacity  to AMC's captive finance
  subsidiary  Afinta Financial Services (Pty) Ltd. with respect to the structuring
  of  vehicle  financing  packages  and  the development of a secondary market for
  off-lease transportation equipment.  The Company views this as an investment and
  has  accounted  for  said  investment  under  the  equity  method of accounting.
  
  Additionally,  on  September  30, 1999, the Company acquired the exclusive world
  wide  distribution  rights to all of AMC's current and future product lines with
  the  exception  of  Africa, England, Scotland and Wales pursuant to an Exclusive
  World  Wide  Distribution  Agreement  by  and  between Chancellor Africa, Africa
  Finance  Corporation (Pty) Ltd., a wholly owned subsidiary of Chancellor Africa,
  and  AMC  dated  September  30,  1999.
  
  The consideration paid by the Company in connection with the investment into AMC
  and  the  acquisition  of  the  exclusive world wide distribution rights (within
  previously  defined  territory)  consisted  of 350,000 shares of a newly created
  Series  B  Convertible  Preferred  Stock  of Chancellor (the "Series B Preferred
  Stock")  (valued  at  $1.25  per  common share, on an as converted basis, by New
  Africa  Opportunity  Fund).  The  Series  B  Preferred  Stock  has a liquidation
  preference  of  $20.00  per share and is convertible into shares of Chancellor's
  Common  Stock,  $.01  par value, on a ten for one (10:1) basis.  The Company has
  recently  engaged  Ernst  & Young's local office in South Africa for guidance on
  the  valuation  of  this  transaction.
  ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS
  
  (b)     Exhibits:
  
       Exhibit  2          Stock  Purchase Agreement, dated September 30, 1999, by
  and  between                         Africa  Finance  Corporation  (Pty)  Ltd.,
  Chancellor  Corporation, New                         Africa Opportunity Fund Sub
  Two,  LLC, Afinta Motor Corporation (Pty)                    Ltd., Graham Edward
  Nicholls, Robert Charles Drake, and Harold                         Joshua Manne.
  
       Exhibit  10          Exclusive  World  Wide  Distribution  Agreement, dated
  September  30,                         1999,  by  and  between Chancellor Africa
  Corporation (Pty) Ltd., Africa                         Finance Corporation (Pty)
  Ltd.  and  Afinta  Motor  Corporation  (Pty)  Ltd.
  
  Exhibit  99          Press  Release  dated  November  17,  1999
  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  thereunto  duly  authorized.
  
                                CHANCELLOR  CORPORATION
  
                                     By:    /s/  Franklyn  E.  Churchill
                                            Franklyn  E.  Churchill,
                                            President,  Chief  Operating  Officer
                                              and  Director
  
  Date:  November  15,  1999
  EXHIBIT INDEX
  
  Exhibit  No.     Description
  ------------     -----------
  
  Exhibit  2          Stock  Purchase  Agreement, dated September 30, 1999, by and
  between                         Africa  Finance  Corporation  (Pty)  Ltd.,
  Chancellor  Corporation, New                         Africa Opportunity Fund Sub
  Two,  LLC, Afinta Motor Corporation (Pty)                    Ltd., Graham Edward
  Nicholls, Robert Charles Drake, and Harold                         Joshua Manne.
  
  Exhibit 10          Exclusive World Wide Distribution Agreement, dated September
  30,                         1999,  by  and between Chancellor Africa Corporation
  (Pty)  Ltd.,  Africa                         Finance  Corporation (Pty) Ltd. and
  Afinta  Motor  Corporation  (Pty)  Ltd.
  
  Exhibit  99          Press  Release  dated  November  17,  1999