CHANCELLOR CORP
NT 10-K, 1998-03-31
EQUIPMENT RENTAL & LEASING, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                Commission File Number 0-11663

                           NOTIFICATION OF LATE FILING

(Check One):  |X|  Form 10-K     | | Form 11-K    | | Form 20-F   | | Form 10-Q
| |  Form N-SAR
         For Period Ended: December 31, 1997
| |  Transition Report on Form 10-K        | |  Transition Report on Form 10-Q
| |  Transition Report on Form 20-F        | |  Transition Report on Form N-SAR
| |  Transition Report on Form 11-K
         For Transition Period Ended:

         Read attached  instruction sheet before preparing form. Please print or
type.

         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
                             REGISTRANT INFORMATION

Full name of Registrant         CHANCELLOR CORPORATION
Former name if applicable

- -------------------------------------------------------------------------------
210 South Street
Address of principal executive office (Street and number)
                            
Boston, Massachusetts 02111
City, state and zip code 
                         

                                     PART II
                             RULE 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 reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or 
                  expense;
|X|       (b)     The subject annual report, semi-annual report, transition 
                  report on Form 10-K,

<PAGE>

                  20-F,  11-K or Form N-SAR, or portion thereof will be filed on
                  or before the 15th calendar day following the  prescribed  due
                  date; or the subject  quarterly report or transition report on
                  Form 10-Q,  or portion  thereof will be filed on or before the
                  fifth calendar day following the prescribed due date; and

| |       (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,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

         
         The Registrant is in the process of compiling  additional data required
for the  preparation  of the definitive  financial  statements to be included in
Part 2 of the Form 10-K.  The  Registrant  expects to obtain all  required  data
within the next week and as a result  expects to file the Form 10-K on or before
April 15, 1998.

                                     PART IV
                                OTHER INFORMATION

         (1) Name and  telephone  number of person to  contact in regard to this
notification

         Jonathan Ezrin               617                368-2700
             (Name)               (Area Code)      (Telephone Number)

         (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).
                                                 |X| Yes       | |  No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
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


                                       -2-

<PAGE>


         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.



                             CHANCELLOR CORPORATION
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date  March 31, 1998                  By  /s/ John J. Powell
                                      Name:  John J. Powell  
                                      Title: Chief Executive Officer  
                                                  

                  Instruction. The form may be signed by an executive officer of
         the Registrant or by any other duly authorized representative. The name
         and title of the  person  signing  the form  shall be typed or  printed
         beneath  the  signature.  If the  statement  is signed on behalf of the
         Registrant  by an  authorized  representative  (other than an executive
         officer),  evidence of the representative's authority to sign on behalf
         of the Registrant shall be filed with the form.

                                    ATTENTION

         Intentional  misstatements  or  omissions  of fact  constitute  Federal
criminal violations (see 18 U.S.C. 1001).


                                       -3-



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