content: FORM 8-K
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                                      
                          Washington, D.C.  20549
                                      
                                      
                               CURRENT REPORT
                                      
                  Pursuant to Section 13 or 15 (d) of the
                      Securities Exchange Act of 1934
  
  Date of Report                 March 5, 1997                       
  
  
  
                        CHANCELLOR CORPORATION                      
         (Exact Name of Registrant as specified in its charter)
  
  
    Massachusetts                2-85329        04-2626079         
  (State or other jurisdiction  (Commission    (IRS Employer Iden-
   of incorporation)             File Number)   tification No.)
  
  
  745 Atlantic Avenue, Boston, Massachusetts             02111      
  (Address of principal executive offices)              (Zip code)
  
  
  Registrant's telephone number, including area code (617) 728-8500
  
  
  
                                 N/A                               
  (Former name or former address, if changed since last report)
  
  
  
  Item 4.        Changes in Registrant's Certifying Accountants.
  
  On February 18, 1997, the Board of Directors approved the engagement of
  the firm of Reznick Fedder & Silverman to replace Deloitte & Touche LLP. 
  During the years ended December 31, 1995 and 1994, and the subsequent
  interim period through December 26, 1996 (the date of Deloitte & Touche
  LLP's resignation as the Company's independent accountants), there were
  no disagreements with Deloitte & Touche LLP on any matters of accounting
  principles or practices, financial statement disclosure, or auditing
  scope or procedure or any "reportable events" with the accountants as
  described in Items 304(a)(1)(iv) and (v) of Regulation S-K.  The
  independent accountant's reports of Deloitte & Touche LLP on the
  Company's consolidated financial statements for the years ended December
  31, 1995 and 1994 each expressed an unqualified opinion and included
  emphasis paragraphs related to substantial doubt about the Company's
  ability to continue as a going concern.
  
  
  
                                SIGNATURE
  
  
       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.
  
                                CHANCELLOR CORPORATION
  
  
  
                                By: /s/ John J. Powell
                                    John J. Powell
                                    President and Chief Executive
                                    Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                 3 of 3 pages
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metadata_filer: {"company-data": {"conformed-name": "CHANCELLOR CORP", "cik": "0000724051", "assigned-sic": "7359", "irs-number": "042626079", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11663", "film-number": "97550663"}, "business-address": {"street1": "745 ATLANTIC AVE", "city": "BOSTON", "state": "MA", "zip": "02111", "phone": "6177288500"}, "mail-address": {"street1": "745 ATLANTIC AVE", "city": "BOSTON", "state": "MA", "zip": "02111"}}
text: FORM 8-K
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                                      
                          Washington, D.C.  20549
                                      
                                      
                               CURRENT REPORT
                                      
                  Pursuant to Section 13 or 15 (d) of the
                      Securities Exchange Act of 1934
  
  Date of Report                 March 5, 1997                       
  
                        CHANCELLOR CORPORATION                      
         (Exact Name of Registrant as specified in its charter)
  
    Massachusetts                2-85329        04-2626079         
  (State or other jurisdiction  (Commission    (IRS Employer Iden-
   of incorporation)             File Number)   tification No.)
  
  745 Atlantic Avenue, Boston, Massachusetts             02111      
  (Address of principal executive offices)              (Zip code)
  
  Registrant's telephone number, including area code (617) 728-8500
  
                                 N/A                               
  (Former name or former address, if changed since last report)
  
  Item 4.        Changes in Registrant's Certifying Accountants.
  
  On February 18, 1997, the Board of Directors approved the engagement of
  the firm of Reznick Fedder & Silverman to replace Deloitte & Touche LLP. 
  During the years ended December 31, 1995 and 1994, and the subsequent
  interim period through December 26, 1996 (the date of Deloitte & Touche
  LLP's resignation as the Company's independent accountants), there were
  no disagreements with Deloitte & Touche LLP on any matters of accounting
  principles or practices, financial statement disclosure, or auditing
  scope or procedure or any "reportable events" with the accountants as
  described in Items 304(a)(1)(iv) and (v) of Regulation S-K.  The
  independent accountant's reports of Deloitte & Touche LLP on the
  Company's consolidated financial statements for the years ended December
  31, 1995 and 1994 each expressed an unqualified opinion and included
  emphasis paragraphs related to substantial doubt about the Company's
  ability to continue as a going concern.
  
                                SIGNATURE
  
       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.
  
                                CHANCELLOR CORPORATION
  
                                By: /s/ John J. Powell
                                    John J. Powell
                                    President and Chief Executive
                                    Officer
  
                                 3 of 3 pages