KENNETH M. CHRISTISON ATTORNEY AT LAW 10 SEADRIFT LANDING TIBURON, CA 94920 TEL: 415-505-5086 May 29, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: CHANCELLOR CORPORATION; FORM 10; FILE NO. 1-14069 Dear Madam or Sir: On behalf of Chancellor Corporation (the "Company"), I hereby request withdrawal of the Form 10 Registration Statement, File No. 1-14069, filed April 29, 1998. This request is made because of substantial, material changes since the filing date. These include changes in the Company's management in view of the Company's anticipated commencement of operations, an internal restatement of the financial statements as of March 31, 1998, and the Company's intention to engage a new independent auditor Please call me at 415-505-5086 if you have questions. Very truly yours, /s/Kenneth M. Christison Kenneth M. Christison Attorney for Chancellor Corp. cc: Chancellor Corporation