FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                 CURRENT REPORT

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


                       Date  of  Report    March  4,  1999
                       -----------------------------------


                             CHANCELLOR CORPORATION
                             ----------------------
             (Exact name of Registrant as specified in its charter)



         Massachusetts                0-11663               04-2626079
(State or other jurisdiction   (Commission File No.)      (IRS Employer
      of  incorporation)                                Identification No.)



              210 South Street, Boston, Massachusetts         02111
             (Address of principal executive offices)       (Zip Code)


    Registrant's telephone number, including area code        (617) 368-2700
                                                           -----------------


                                       N/A
                                       ---
          (Former name or former address, if changed since last report)


Item  4.          Change  in  Registrant's  Certifying  Accountants.
- --------          --------------------------------------------------

On  February  25,  1999, the Audit Committee and Board of Directors approved the
dismissal  of  its  independent accountants, Reznick, Fedder and Silverman, P.C.
During  the  years  ended December 31, 1997 and 1996, and the subsequent interim
period  through  February  25, 1999 (the date of Reznick, Fedder and Silverman's
dismissal  as  the  Company's  independent  accountants),  (i)  there  were  no
disagreements  with  Reznick,  Fedder  and  Silverman,  P.C.  on  any matters of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or procedure, which disagreements, if not resolved to the satisfaction of
Reznick,  Fedder  and  Silverman,  P.C.,  would  have caused Reznick, Fedder and
Silverman,  P.C.  to make a reference to the subject matter of the disagreements
in  connection  with  its reports in the financial statements for such years and
(ii)  there  were no "reportable events" as described in Items 304 of Regulation
S-K.  The independent accountant's report of Reznick, Fedder and Silverman, P.C.
on  the Company's consolidated financial statements for the years ended December
31, 1997 and 1996 each contained no adverse opinion or disclaimer of opinion and
were  not  qualified  or  modified  as to uncertainty, audit scope or accounting
principles.

On  February  25,  1999,  the  Company's  Audit Committee and Board of Directors
approved  the  engagement  of  the  firm  of  Metcalf Rice Fricke & Davis as its
independent  accountants.  Pursuant  to  Item  304(a)(2)  and prior to the Audit
Committee's  and  Board  of Directors' approval of the engagement of the firm of
Metcalf  Rice Fricke & Davis to replace Reznick, Fedder and Silverman, P.C., the
Company  had  engaged Metcalf Rice Fricke & Davis on February 8, 1999 to conduct
an  audit  of  the financial statements of M.R.B., Inc. d/b/a Tomahawk Truck and
Trailer  Sales,  Inc. and its affiliates (collectively "Tomahawk") for the years
ended December 31, 1997 and 1996, for the purposes of filing a Current Report on
Form  8-K.  Tomahawk  is a newly acquired significant subsidiary of the Company.


Item  7.     Financial  Statements  and  Exhibits.
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a.)     Exhibits.

        Exhibit 16   Letter  of  Reznick,  Fedder  and Silverman, P.C. regarding
                     change in  certifying  accountant not available  with  this
                     Report on  Form 8K, and to be provided by  Reznick,  Fedder
                     and  Silverman, P.C.



                                    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  hereunto  duly  authorized.

                              CHANCELLOR  CORPORATION



                                   By:  /s/  Franklyn  E.  Churchill
                                        ----------------------------
                                             Franklyn  E.  Churchill
                                             President

Date:  March  4,  1999
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