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):

[X] Form 10-K    [ ] Form 20-F    [ ] Form 11-K    [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended:  December 31, 1996

   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;

[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.

The Registrant does not yet have available certain data that are
necessary to the preparation of the definitive financial
statements to be included in Part 2 of the Form 10-K.  Therefore,
the Registrant's independent certified public accountants have
indicated that they are not in a position to complete their audit
of the Registrant and to release their opinion on such financial
statements.

                                                                  
Part IV - Other Information

                                                                  
    (1)  Name and telephone number of person to contact in regard
to this notification:  Kimberlee R. Coleman  (617) 728-8572

    (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
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:  March 31, 1997              By: /s/ John J. Powell   
                                      John J. Powell
                                      Chief Executive Officer