As filed with the Securities and Exchange Commission on March 6, 2001

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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

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        Date of Report (Date of earliest event reported): March 5, 2001

                            CHANDLER (U.S.A.), INC.
          (Exact name or other registrant as specified in its charter)

                                    OKLAHOMA
                 (State or other jurisdiction of incorporation)

                1-15135                                73-1325906
        (Commission File Number)          (I.R.S. Employer Identification No.)

           1010 MANVEL AVENUE
           CHANDLER, OKLAHOMA                            74834
(Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code:  405-258-0804

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                                                                        PAGE 1
Item 5.  Other Events
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         On March 5, 2001, Chandler Insurance Company, Ltd. (the "Company"),
         the indirect parent of Chandler (U.S.A.), Inc., issued the following
         news release:

CHANDLER INSURANCE SHAREHOLDERS APPROVE GOING PRIVATE TRANSACTION

GRAND CAYMAN, Cayman Islands - March 5, 2001 - Chandler Insurance Company,
Ltd., (Nasdaq: CHANF), the parent of National American Insurance Company and
other subsidiaries based in Oklahoma, today announced that the shareholders
of the Company approved proposals which, when completed, will have the effect
of deregistration of the Company's shares and result in the Company being
privately held by Brent LaGere, the Company's Chairman of the Board and Chief
Executive Officer who will hold 80% of the voting common shares and Mark
Paden, the Company's Executive Vice President and Chief Financial Officer, who
will hold 20% of the Company's voting common shares.

Certain key shareholders, including certain employees of the Company's
subsidiaries ("continuing shareholders"), have elected to exchange their
common shares for non-voting preferred shares.  All other shareholders except
Messrs. LaGere and Paden will receive a cash payment equal to $10 per share
for each share they own on March 28, 2001, the record date established by the
Company's board of directors for the consummation of a 1 for 1,000,000
reverse stock split.

According to Company officials, the record date may be modified to an earlier
date or to a date not later than 60 days from March 5, 2001.  The reverse
stock split and repurchase will occur after all continuing shareholders have
exchanged their voting common stock for non-voting preferred stock in
accordance with the Company's plan.

The Company intends to complete the exchange with continuing shareholders of
common shares for preferred shares, the sale of a new class of voting common
shares to Messrs. LaGere and Paden and the repurchase of common shares from
the remaining shareholders as soon as possible but not later than May 4, 2001.



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                                   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.



                                   CHANDLER (U.S.A.), INC.


Date: March 6, 2001                By:  /s/ Mark C. Hart
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                                        Mark C. Hart
                                        Vice President - Finance and Treasurer
                                        (Principal Accounting Officer)