U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number: 0-11663
CUSIP Number: 15882810
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 31, 1997
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
_________________________________________________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I - Registration Information
Full name of Registrant: Chancellor Corporation
Former Name if Applicable:
Address of Principal Executive Offices: 745 Atlantic Avenue
Boston, MA 02111
Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
[X] (a) The reasons described in detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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[X] (b) The subject annual report or semi-annual report/portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report/portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q or N-SAR or portion thereof could not be filed within
the prescribed time period.
Chancellor Corporation has been engaged in litigation with certain
members of its former senior management group and directors. As a
result of this litigation, significant time and resources has been
extended by the current management team in order to move forward the
litigation process against these individuals. Additionally, Chancellor
Corporation is in the midst of an internally developed turn-around plan
which will enable the company to stabilize, survive and grow. Again,
significant time has been spent by the current management team in the
execution of this plan. However, with such plans now fully in effect,
management believes it will be able to file the required report on Form
10-Q for the period ended March 31, 1997 by no later than May 20, 1997.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard
to this notification: David Volpe (617)728-8525
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
[ ] Yes [X] No
The Registrant has not yet filed its Annual Report on Form 10-K for
the period ended December 31, 1996.
(3) Is it anticipated that any significant change in results from
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?
[ ] Yes [X] No
SIGNATURE
Chancellor Corporation has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
CHANCELLOR CORPORATION
Date: May 15, 1997 By:
John J. Powell
Chief Executive Officer
