UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                           ---------------------

                               SCHEDULE 13D

                 Under the Securities Exchange Act of 1934
                            (Amendment No. 1) *

                      CHANDLER INSURANCE COMPANY, LTD.
                    -----------------------------------
                              (Name of Issuer)

                       Common Stock, $1.67 Par Value
                      -------------------------------
                       (Title of Class of Securities)

                                 159057 10 8
                                --------------
                                (CUSIP Number)

                               W. Brent LaGere
                      Chandler Insurance Company, Ltd.
        1010 Manvel Avenue, Chandler, Oklahoma 74834 (405) 258-0804
        -----------------------------------------------------------
         (Name, Address and Telephone Number of Person Authorized
                  to Receive Notices and Communications)

                              November 19, 1998
                            ---------------------
          (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box: [ ].

Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information 
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the 
Securities Exchange Act of 1934 ("Act") or otherwise subject to 
the liabilities of that section of the Act but shall be subject to all 
other provisions of the Act (however, see the Notes).

Page 1 of 5 Pages

SCHEDULE 13D                       FORMS                                
=========================================================================
CUSIP No. 159057 10 8               13D                 Page 2 of 5 Pages
- -------------------------------------------------------------------------
  1     NAME OF REPORTING PERSON
        SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
             W. Brent LaGere
- -------------------------------------------------------------------------
  2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *       (a)  [ ]  
                                                                 (b)  [ ]  
- -------------------------------------------------------------------------
  3     SEC USE ONLY
- -------------------------------------------------------------------------
  4     SOURCE OF FUNDS *
             00
- -------------------------------------------------------------------------
  5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
        TO ITEMS 2(d) or 2(e)                                         [ ]
- -------------------------------------------------------------------------
  6     CITIZENSHIP OR PLACE OF ORGANIZATION
             United States
- -------------------------------------------------------------------------
 NUMBER OF          7     SOLE VOTING POWER                        73,388
  SHARES            -----------------------------------------------------
BENEFICIALLY        8     SHARED VOTING POWER
 OWNED BY           -----------------------------------------------------
   EACH             9     SOLE DISPOSITIVE POWER                   73,388
 REPORTING          -----------------------------------------------------
PERSON WITH         10    SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------
 11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            73,388
- -------------------------------------------------------------------------
 12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
            SHARES *                                                  [X]
- -------------------------------------------------------------------------
 13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- -------------------------------------------------------------------------
            1.1%
- -------------------------------------------------------------------------
 14    TYPE OF REPORTING PERSON *
            IN

                   *SEE INSTRUCTIONS BEFORE FILLING OUT!
       INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
   (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 2 of 5 Pages

 ITEM 1.                     SECURITY AND ISSUER

    This Statement on Schedule 13D (the "Statement") relates to the
shares of Common Stock, $1.67 par value (the "Common Stock"), of
Chandler Insurance Company, Ltd., a Cayman Islands corporation (the
"Issuer"), which has its principal executive offices at Fifth Floor,
Anderson Square, Grand Cayman, Cayman Islands, BWI.


ITEM 2.                    IDENTITY AND BACKGROUND

         (a) The name of the person filing this Statement is W. Brent 
LaGere ("LaGere").

         (b) LaGere's business address is 1010 Manvel Avenue, Chandler,
Oklahoma 74834.

         (c) LaGere is the Chief Executive Officer of Chandler (U.S.A.),
Inc., a company principally engaged, through subsidiaries, in the 
insurance business, at its principal business address listed in Item
2(b).

         (d) LaGere has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

         (e) LaGere has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent 
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or 
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws, except
for a judgment in the amount of $1.00 in CENTRA, INC. V. CHANDLER
INSURANCE COMPANY, LTD., ET. AL, Case No. CIV-92-1301-M, in the U.S.
District Court for the Western District of Oklahoma, finding a
violation of Section 10(b) of the Securities Exchange Act of 1934 based
upon a failure by the Issuer and certain of its officers and directors,
including LaGere, to disclose the applicability of the Nebraska Insurance
Holding Company Act to purchasers of stock of the Issuer in a public
offering.  The judgment is currently being appealed.

         (f) LaGere is a citizen of the United States.


ITEM 3.      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

          On November 19, 1998, LaGere's account in the Chandler (U.S.A.), 
Inc. 401(k) Thrift Plan (the "Plan") purchased for $517,601.42 in 
cash 69,652 shares of Common Stock at LaGere's direction, which shares 
had previously been purchased by LaGere on behalf and for the benefit of
such account.


ITEM 4.                   PURPOSE OF TRANSACTION

          LaGere has no specific plans or proposals which relate to or
would result in the acquisition by him of additional securities of the
Issuer, or the disposition of securities of the Issuer; any
extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; a
sale or transfer of a material amount of assets of the Issuer or any 
of its subsidiaries; any change in the present board of directors or 
management of the Issuer; any material change in the present capitalization
or dividend policy of the Issuer; any other material change in the 
Issuer's business or corporate structure; changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; a class
of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g) (4) of the Securities Exchange
Act of 1934, as amended; or any action similar to any of those enumerated
above; but he reserves the right to propose or undertake or participate in
any of the foregoing actions in the future.  LaGere is aware of the filing by
National American Insurance Company, a subsidiary of the Issuer, of a
proposed Plan for Divestiture with the U.S. District Court for the District
of Nebraska in NATIONAL AMERICAN INSURANCE COMPANY, ET. AL V. CENTRA, INC.
ET. AL, Case No. CIV-95-3362, which would, if approved by the court, affect
the Issuer's capitalization by reducing the outstanding shares.

Page 3 of 5 Pages


ITEM 5.             INTEREST IN SECURITIES OF THE ISSUER

        (a) AMOUNT BENEFICIALLY OWNED: As of November 19, 1998, LaGere
was the beneficial owner of 73,388 shares of Common Stock of the Issuer,
consisting of the following:

            (i)  3,736 shares owned of record; and

            (ii) 69,652 shares held in LaGere's account in the Plan.

            The number of shares of Common Stock beneficially owned by
            LaGere does not include the following shares, the ownership 
            of which LaGere disclaims:

            (i)  4,687 shares owned by LaGere's mother;

            (ii) 45,000 shares owned by a corporation which is 50% owned
            by a trust for the benefit of LaGere's children; however,
            LaGere is not a trustee of such trust; and 

            (iii) 348,390 shares beneficially owned by a trust for the
            benefit of LaGere's children of which LaGere is not a trustee.

            The shares of which LaGere disclaims beneficial ownership are
            not included in the calculation of the percent of Common
            Stock beneficially owned by him.

            To the best of LaGere's knowledge and belief, the aggregate
            amount of stock which he beneficially owns comprises 1.1% of
            the Issuer's Common Stock currently outstanding.

        (b) VOTING AND DISPOSITIVE POWER: For information on voting
and dispositive power with respect to the above listed shares, excluding
the 398,077 shares of which LaGere disclaims beneficial ownership, see
Items 7-10 of the Cover Page.

        (c) TRANSACTIONS WITHIN THE LAST 60 DAYS: Other than as described
in Item 3 above, LaGere has effected no transactions involving Common
Stock within the last 60 days.

        (d) RIGHT TO RECEIVE DIVIDENDS: The Common Stock beneficially
owned by LaGere includes 69,652 shares owned of record by the Plan.  The
trustee or trustees of the Plan, as record owner of the shares, would 
have the right to receive dividends from, or proceeds from the sale of,
such shares.

            Except as described in the preceding paragraph, no other
person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common
Stock beneficially owned by LaGere.

        (e) Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
                   RESPECT TO THE SECURITIES OF THE ISSUER.

        Not applicable.

ITEM 7.              MATERIAL TO BE FILED AS EXHIBITS.

        Not applicable.

Page 4 of 5 Pages


                                  SIGNATURE


        After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.


Dated:  December 28, 1998

                                                      /s/ W. Brent LaGere
                                                      ----------------------
                                                      W. Brent LaGere
Page 5 of 5 Pages