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 (Date of earliest event reported) March 26, 1997
  
                                CHANCELLOR CORPORATION
                (Exact Name of Registrant as specified in its charter)
  
  Massachusetts               0-11663                  04-2626079
  (State or other             (Commission              (IRS Employer
   jurisdiction of             File Number)             Identification No.)
   incorporation)
  
  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)
  <PAGE>
  Item 5.      Other Events.
  
               On March 26, 1997, the Registrant issued a press release reporting
  its Restructuring & Revitalization Program.
  
  Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.
  
               (c)  Exhibits
  
                    1.  Press release dated March 26, 1997.
  <PAGE>
                                    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
  <PAGE>
  CHANCELLOR CORPORATION
  745 Atlantic Avenue
  Boston, MA 02111
  
  
  For Immediate Release
  
  
  Chancellor Corporation Announces Restructuring & Revitalization Program
                               (NASDAQ: CHLR)
  
  Boston, MA, March 26, 1997--Chancellor Corporation (NASDAQ) announces today a 
  sweeping restucturing and revitalization program designed to rekindle growth 
  in the Company.  During December 1996 and January 1997, the majority of the 
  board of directors and the entire senior management of the Company was removed 
  and/or resigned after eight years of dismal operational and financial 
  performance ("the Decline Period"). The Company, under the direction of
  new Chairman and majority shareholder Brian M. Adley, has added seasoned 
  professionals to its board of directors, each of whom are experienced in 
  leasing or financial services.
  
  An investigation into the operations of the Company is currently being 
  conducted.  The initial findings of the investigation have resulted in the 
  Company's restructuring, the development of a transition plan, and the 
  retention of a new accounting firm, consultants, and legal counsel.
  
  As of December 31, 1996 the restructuring/transition included:  1.) The 
  wholesale elimination of the "old guard" management team and the installation
  of new leadership. 2.) A more conservative accounting presentation of various
  corporate assets.  3.) Costs associated with a purported severance package 
  approved by former directors Dayton and Killilea for former CEO Stephen 
  Morison of $245,000.  4.) Professional fees, inclusive of legal and other 
  charges.  5.) Installation of a new Management Information System, and 6.) Sale 
  of certain unprofitable or ancillary business units.
  
  Inclusive of the operating losses and restructuring charges, the Company 
  anticipates 1996 to result in a net loss of approximately $11 Million.
  
  The investigation into the prior board and management's operation of the 
  Company also resulted in the filing of a multimillion dollar lawsuit against 
  certain former officers and board members, including former President, CEO 
  and Vice Chairman Stephen Morison, former Chairman Bruce Dayton, former 
  Director Thomas Killilea, and former clerk and in-house general counsel David
  Parr.  The allegations include mismanagement, waste of corporate assets, 
  gross negligence, unlawful self-dealing, breaches of fiduciary duties, and 
  unjust enrichment.
  
  The Company is pleased to announce the restructuring in its core management 
  led by new President and Chief Executive Officer John J. Powell.  Mr. Powell 
  comes to Chancellor Corporation with over 25 years of leasing industry 
  experience, including positions as President of Computer Finance at ITEL 
  Corporation, and as President and founder of EBEC Financial Corporation, 
  both of San Francisco, California.
  
  Commenting on the changes at Chancellor, John Powell stated: "The difficult 
  task of downsizing is behind us and now we can begin the process to grow and 
  expand our business units on a proftiable basis and 
  <PAGE>
  create shareholder value as we move forward."
  
  Based in Boston, Chancellor Corporation acquires new and previously owned 
  tractor, trailer and material handling equipment for lease or sale to 
  end-users.  The Company also has an extensive equipment remarketing program 
  that originates leases and remarkets off lease equipment worldwide.  
  Chancellor Corporation's shares are traded on NASDAQ under the symbol CHLR.
  
                                    -30-
  
  Contact:     Steven G. Marlow              Peter J. Mullen
               Investor Relations Officer    Associate Investor Relations 
                                              Officer
               CHLRird@aol.com               CHLRird2@aol.com
               Tel: (617) 728-8500           Tel: (617) 728-8516, or
                                             (617) 631-2645
               Fax: (617) 728-8550           Fax:  (617) 631-6526
  
               Internet URL: http://www.chancellorfleet.com
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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 (Date of earliest event reported) March 26, 1997
  
                                CHANCELLOR CORPORATION
                (Exact Name of Registrant as specified in its charter)
  
  Massachusetts               0-11663                  04-2626079
  (State or other             (Commission              (IRS Employer
   jurisdiction of             File Number)             Identification No.)
   incorporation)
  
  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 5.      Other Events.
  
               On March 26, 1997, the Registrant issued a press release reporting
  its Restructuring & Revitalization Program.
  
  Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.
  
               (c)  Exhibits
  
                    1.  Press release dated March 26, 1997.
  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
  CHANCELLOR CORPORATION
  745 Atlantic Avenue
  Boston, MA 02111
  
  For Immediate Release
  
  Chancellor Corporation Announces Restructuring & Revitalization Program
                               (NASDAQ: CHLR)
  
  Boston, MA, March 26, 1997--Chancellor Corporation (NASDAQ) announces today a 
  sweeping restucturing and revitalization program designed to rekindle growth 
  in the Company.  During December 1996 and January 1997, the majority of the 
  board of directors and the entire senior management of the Company was removed 
  and/or resigned after eight years of dismal operational and financial 
  performance ("the Decline Period"). The Company, under the direction of
  new Chairman and majority shareholder Brian M. Adley, has added seasoned 
  professionals to its board of directors, each of whom are experienced in 
  leasing or financial services.
  
  An investigation into the operations of the Company is currently being 
  conducted.  The initial findings of the investigation have resulted in the 
  Company's restructuring, the development of a transition plan, and the 
  retention of a new accounting firm, consultants, and legal counsel.
  
  As of December 31, 1996 the restructuring/transition included:  1.) The 
  wholesale elimination of the "old guard" management team and the installation
  of new leadership. 2.) A more conservative accounting presentation of various
  corporate assets.  3.) Costs associated with a purported severance package 
  approved by former directors Dayton and Killilea for former CEO Stephen 
  Morison of $245,000.  4.) Professional fees, inclusive of legal and other 
  charges.  5.) Installation of a new Management Information System, and 6.) Sale 
  of certain unprofitable or ancillary business units.
  
  Inclusive of the operating losses and restructuring charges, the Company 
  anticipates 1996 to result in a net loss of approximately $11 Million.
  
  The investigation into the prior board and management's operation of the 
  Company also resulted in the filing of a multimillion dollar lawsuit against 
  certain former officers and board members, including former President, CEO 
  and Vice Chairman Stephen Morison, former Chairman Bruce Dayton, former 
  Director Thomas Killilea, and former clerk and in-house general counsel David
  Parr.  The allegations include mismanagement, waste of corporate assets, 
  gross negligence, unlawful self-dealing, breaches of fiduciary duties, and 
  unjust enrichment.
  
  The Company is pleased to announce the restructuring in its core management 
  led by new President and Chief Executive Officer John J. Powell.  Mr. Powell 
  comes to Chancellor Corporation with over 25 years of leasing industry 
  experience, including positions as President of Computer Finance at ITEL 
  Corporation, and as President and founder of EBEC Financial Corporation, 
  both of San Francisco, California.
  
  Commenting on the changes at Chancellor, John Powell stated: "The difficult 
  task of downsizing is behind us and now we can begin the process to grow and 
  expand our business units on a proftiable basis and
  create shareholder value as we move forward."
  
  Based in Boston, Chancellor Corporation acquires new and previously owned 
  tractor, trailer and material handling equipment for lease or sale to 
  end-users.  The Company also has an extensive equipment remarketing program 
  that originates leases and remarkets off lease equipment worldwide.  
  Chancellor Corporation's shares are traded on NASDAQ under the symbol CHLR.
  
                                    -30-
  
  Contact:     Steven G. Marlow              Peter J. Mullen
               Investor Relations Officer    Associate Investor Relations 
                                              Officer
               CHLRird@aol.com               CHLRird2@aol.com
               Tel: (617) 728-8500           Tel: (617) 728-8516, or
                                             (617) 631-2645
               Fax: (617) 728-8550           Fax:  (617) 631-6526
  
               Internet URL: http://www.chancellorfleet.com