content: <PAGE>
                                   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                August 16, 1996                        
  
                        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)
  
                                 1 of 3 pages
  <PAGE>
  Item 5.        Other Events.
  
                 On August 16, 1996, the Registrant issued a press release
  announcing its financial results for the three months and six months ended
  June 30, 1996.
  
                 Reference is made to the press release, a copy of which is
  attached as an exhibit to this Form 8-K.
  
  Item 7.        Financial Statements, Pro Forma Financial
                 Information and Exhibits.
  
            (c)  Exhibits
  
                 1.   Press release dated August 16, 1996
  
                             2 of 3 pages
  <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/ Stephen G. Morison          
                                    Stephen G. Morison
                                    President and Chief Executive
                                    Officer
  
  edgar8k/3
  
                                3 of 3 pages
  <PAGE>
                                  Exhibit 1
  
  CHANCELLOR                      745 ATLANTIC AVENUE, BOSTON, MA
  NEWS RELEASE                                              02111
                                                   (617) 728-8500
  
                           FOR IMMEDIATE RELEASE
  
  CONTACT:
        Stephen G. Morison            William J. Guthlein
        President and Chief           Vice President, Treasurer
        Executive Officer             and Chief Financial Officer
        (617) 728-8500                (617) 728-8500
  
        BOSTON-BASED LEASING COMPANY ANNOUNCES SECOND QUARTER RESULTS
                     
        BOSTON, Massachusetts, August 16, 1996, Chancellor Corporation
  reported net losses of $240,000 and $643,000 ($.05 and $.13 per share) for
  the three months and six months ended June 30, 1996.  This compares with
  net losses of $677,000 and $1,386,000 ($.11 and $.22 per share) for the
  same periods last year.  The Company's revenues were $1.5 million and $2.9
  million for the three months and six months ended June 30, 1996 as compared
  to $2.0 million and $4.3 million for the corresponding
  periods in 1995.
  
  <TABLE>
  <CAPTION>
                         CONSOLIDATED SUMMARY OF OPERATIONS
                      (In thousands except per share amounts)
  
                         Three Months             Six Months
                        Ended June 30,           Ended June 30,
                        1996       1995         1996        1995
  <S>                 <C>        <C>          <C>         <C>
  Revenues             $ 1,521    $ 1,957      $ 2,861     $ 4,292
  
  Net (loss)          ($   240)  ($   677)    ($   643)   ($ 1,386)
  
  Average shares
  outstanding            5,136      6,382        5,136       6,382
  
  Net (loss)
  per share           ($   .05)  ($   .11)    ($   .13)   ($   .22)
  </TABLE>
       Founded in 1977, Chancellor Corporation has, in recent years,
  concentrated on the leasing of transportation equipment.  It is also
  involved in the leasing of aircraft, communications, materials handling and
  other equipment.  Chancellor Corporation's common stock is listed on the
  OTC Electronic Bulletin Board (symbol "CHCR").
  
                                  Page 1 of 1
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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": "96619386"}, "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                August 16, 1996                        
  
                        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)
  
                                 1 of 3 pages
  Item 5.        Other Events.
  
                 On August 16, 1996, the Registrant issued a press release
  announcing its financial results for the three months and six months ended
  June 30, 1996.
  
                 Reference is made to the press release, a copy of which is
  attached as an exhibit to this Form 8-K.
  
  Item 7.        Financial Statements, Pro Forma Financial
                 Information and Exhibits.
  
            (c)  Exhibits
  
                 1.   Press release dated August 16, 1996
  
                             2 of 3 pages
  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/ Stephen G. Morison          
                                    Stephen G. Morison
                                    President and Chief Executive
                                    Officer
  
  edgar8k/3
  
                                3 of 3 pages
  Exhibit 1
  
  CHANCELLOR                      745 ATLANTIC AVENUE, BOSTON, MA
  NEWS RELEASE                                              02111
                                                   (617) 728-8500
  
                           FOR IMMEDIATE RELEASE
  
  CONTACT:
        Stephen G. Morison            William J. Guthlein
        President and Chief           Vice President, Treasurer
        Executive Officer             and Chief Financial Officer
        (617) 728-8500                (617) 728-8500
  
        BOSTON-BASED LEASING COMPANY ANNOUNCES SECOND QUARTER RESULTS
                     
        BOSTON, Massachusetts, August 16, 1996, Chancellor Corporation
  reported net losses of $240,000 and $643,000 ($.05 and $.13 per share) for
  the three months and six months ended June 30, 1996.  This compares with
  net losses of $677,000 and $1,386,000 ($.11 and $.22 per share) for the
  same periods last year.  The Company's revenues were $1.5 million and $2.9
  million for the three months and six months ended June 30, 1996 as compared
  to $2.0 million and $4.3 million for the corresponding
  periods in 1995.
  CONSOLIDATED SUMMARY OF OPERATIONS
                      (In thousands except per share amounts)
  
                         Three Months             Six Months
                        Ended June 30,           Ended June 30,
                        1996       1995         1996        1995
  Revenues             $ 1,521    $ 1,957      $ 2,861     $ 4,292
  
  Net (loss)          ($   240)  ($   677)    ($   643)   ($ 1,386)
  
  Average shares
  outstanding            5,136      6,382        5,136       6,382
  
  Net (loss)
  per share           ($   .05)  ($   .11)    ($   .13)   ($   .22)
  Founded in 1977, Chancellor Corporation has, in recent years,
  concentrated on the leasing of transportation equipment.  It is also
  involved in the leasing of aircraft, communications, materials handling and
  other equipment.  Chancellor Corporation's common stock is listed on the
  OTC Electronic Bulletin Board (symbol "CHCR").
  
                                  Page 1 of 1