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                                  UNITED STATES
                       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

         Date of Report (Date of earliest event reported): MAY 13, 2003

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


             Oklahoma               1-15135               73-1325906
   (State or other jurisdiction   (Commission          (I.R.S. Employer
         of incorporation)        File Number)        Identification No.)

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

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

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ITEM 5.  OTHER EVENTS

     Chandler (U.S.A.), Inc. ("Chandler USA"), The Bank of New York Trust
Company of Florida, N.A. as trustee, and the holders of a majority in principal
amount of Chandler USA's 8.75% senior debentures due 2014 (the "Debentures")
have amended the indenture under which the Debentures were issued.  The
amendment is effective May 13, 2003.  The amendment permits Chandler Capital
Trust I (the "Chandler Trust") to issue capital securities as defined within
the amendment under certain conditions described in the amendment.  The
amendment also clarifies that purchases of Debentures by Chandler USA through
private treaty or on the open market for an agreed price of less than the sum
of the principal amount and accrued interest are not considered to be a
redemption of the Debentures purchased under the indenture, and that any such
Debentures purchased by Chandler USA or any of its subsidiaries will be
cancelled.

     The Chandler Trust is a Delaware statutory business trust that was
established on May 12, 2003 and is a wholly owned consolidated subsidiary of
Chandler USA.  On May 22, 2003, the Chandler Trust issued $13.0 million of
capital securities (the "Trust Preferred Securities") to InCapS Funding I,
Ltd., an unaffiliated company established under the laws of the Cayman Islands,
in a private transaction.  Distributions on the Trust Preferred Securities are
payable quarterly at a fixed annual rate of 9.75% beginning August 23, 2003.
The Trust Preferred Securities are subject to a mandatory redemption on May
23, 2033, but they may be redeemed after five years at a premium of half the
fixed rate coupon declining ratably to par in the 10th year.  All payments by
the Chandler Trust regarding the Trust Preferred Securities are guaranteed by
Chandler USA.

     The sale of the Trust Preferred Securities resulted in net proceeds of
$12.5 million to Chandler USA, net of placement costs.  Chandler USA used $7.5
million of the proceeds to purchase $10.0 million principal amount of its
outstanding Debentures.  The Debentures purchased by Chandler USA have been
cancelled.  The purchase and cancellation of the Debentures resulted in a
pre-tax gain of $2.2 million, net of an adjustment to unamortized issuance
costs.  Chandler USA also contributed $5.0 million of the proceeds to its
wholly owned subsidiary, National American Insurance Company, to be used for
general corporate purposes.


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                                   SIGNATURES

     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.



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


Date: May 27, 2003                      By:  /s/ W. Brent LaGere
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                                             W. Brent LaGere
                                             Chairman of the Board and
                                             Chief Executive Officer
                                             (Principal Executive Officer)