===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------

                                    FORM 10-Q

             X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            ---
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                        OR

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            ---
                         SECURITIES EXCHANGE ACT OF 1934

                For the Transition Period from ________ to ________

                         COMMISSION FILE NUMBER: 1-15135

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


               OKLAHOMA                               73-1325906
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

                  1010 MANVEL AVENUE, CHANDLER, OKLAHOMA 74834
              (Address of principal executive offices and zip code)

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                 YES  X   NO
                                     ---     ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES      NO  X
                                                ---     ---

The number of common shares, $1.00 par value, of the registrant outstanding on
July 31, 2004 was 2,484, which are owned by Chandler Insurance Company, Ltd.

=============================================================================

<PAGE>
                                                                     PAGE i

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

                                      INDEX
                                      -----

PART I - FINANCIAL INFORMATION
------------------------------

ITEM 1.
-------
Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003 .......  1

Consolidated Statements of Operations for the three months
     ended June 30, 2004 and 2003  ..........................................  2

Consolidated Statements of Operations for the six months
     ended June 30, 2004 and 2003  ..........................................  3

Consolidated Statements of Comprehensive Income for the three
     months ended June 30, 2004 and 2003  ...................................  4

Consolidated Statements of Comprehensive Income for the six
     months ended June 30, 2004 and 2003  ...................................  5

Consolidated Statements of Cash Flows for the six months
     ended June 30, 2004 and 2003  ..........................................  6

Notes to Interim Consolidated Financial Statements  .........................  7

ITEM 2.
-------
Management's Discussion and Analysis of Financial Condition and
     Results of Operations  .................................................  9

ITEM 4.
-------
Controls and Procedures ..................................................... 13

PART II - OTHER INFORMATION
---------------------------

Item 1.     Legal Proceedings  .............................................. 14

Item 2.     Changes in Securities and Use of Proceeds ....................... 14

Item 3.     Defaults Upon Senior Securities  ................................ 14

Item 4.     Submission of Matters to a Vote of Security Holders  ............ 14

Item 5.     Other Information  .............................................. 14

Item 6.     Exhibits and Reports on Form 8-K  ............................... 14

Signatures  ................................................................. 15

<PAGE>
                                                                     PAGE 1

                             CHANDLER (U.S.A.), INC.
                           CONSOLIDATED BALANCE SHEETS
                   (Amounts in thousands except share amounts)

<TABLE>
<CAPTION>
                                                                                        June 30,    December 31,
                                                                                          2004           2003
                                                                                       -----------   ------------
                                                                                       (Unaudited)
<S>                                                                                    <C>           <C>
ASSETS
Investments
  Fixed maturities available for sale, at fair value
    Restricted (amortized cost $7,454 and $7,622 in 2004 and 2003, respectively) ..... $    7,197    $     7,677
    Unrestricted (amortized cost $70,426 and $53,549 in 2004 and 2003, respectively)..     68,959         54,303
  Equity securities available for sale, at fair value  ...............................         92             92
                                                                                       -----------   ------------
    Total investments ................................................................     76,248         62,072

Cash and cash equivalents ($101 and $601 restricted in 2004 and 2003, respectively)...      4,546          7,126
Premiums receivable, less allowance for non-collection
  of $106 and $133 at 2004 and 2003, respectively ....................................     18,994         20,304
Reinsurance recoverable on paid losses, less allowance for
  non-collection of $3,129 and $2,934 at 2004 and 2003, respectively .................      3,655          9,036
Reinsurance recoverable on paid losses from related parties ..........................          -            271
Reinsurance recoverable on unpaid losses, less allowance for
  non-collection of $259 and $380 at 2004 and 2003, respectively .....................     46,471         48,688
Reinsurance recoverable on unpaid losses from related parties ........................     12,580          9,737
Prepaid reinsurance premiums .........................................................      9,513         15,269
Prepaid reinsurance premiums to related parties ......................................     11,475          9,521
Deferred policy acquisition costs  ...................................................      1,093            165
Property and equipment, net  .........................................................      9,493          9,879
Amounts due from related parties  ....................................................     11,928          9,642
State insurance licenses, net  .......................................................      3,745          3,745
Other assets .........................................................................     15,101         12,758
                                                                                       -----------   ------------
Total assets  ........................................................................ $  224,842    $   218,213
                                                                                       ===========   ============
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
  Unpaid losses and loss adjustment expenses  ........................................ $   98,495    $    87,768
  Unearned premiums  .................................................................     48,952         47,325
  Policyholder deposits  .............................................................      4,241          4,807
  Accrued taxes and other payables  ..................................................      6,046          5,617
  Premiums payable ...................................................................        773            983
  Premiums payable to related parties ................................................        446              -
  Senior debentures ..................................................................      6,979          7,254
  Junior subordinated debentures issued to affiliated trusts  ........................     20,620         20,620
                                                                                       -----------   ------------
    Total liabilities  ...............................................................    186,552        174,374
                                                                                       -----------   ------------

Shareholder's equity
  Common stock, $1.00 par value, 50,000 shares authorized;
    2,484 shares issued and outstanding ..............................................          2              2
  Paid-in surplus  ...................................................................     60,584         60,584
  Accumulated deficit ................................................................    (21,219)       (17,342)
  Accumulated other comprehensive income (loss):
  Unrealized gain (loss) on investments available for sale, net
    of deferred income taxes .........................................................     (1,077)           595
                                                                                       -----------   ------------
    Total shareholder's equity .......................................................     38,290         43,839
                                                                                       -----------   ------------
Total liabilities and shareholder's equity ........................................... $  224,842    $   218,213
                                                                                       ===========   ============

</TABLE>

See accompanying Notes to Interim Consolidated Financial Statements.

<PAGE>
                                                                     PAGE 2
                            CHANDLER (U.S.A.), INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                             (Amounts in thousands)

<TABLE>
<CAPTION>


                                                                     Three months ended June 30,
                                                                  --------------------------------
                                                                       2004               2003
                                                                  -------------       ------------
<S>                                                               <C>                 <C>
Premiums and other revenues
  Direct premiums written and assumed  .......................... $     28,326        $    27,352
  Reinsurance premiums ceded  ...................................           78             (8,183)
  Reinsurance premiums ceded to related parties .................       (8,131)            (5,612)
                                                                  -------------       ------------

    Net premiums written and assumed ............................       20,273             13,557
  Decrease (increase) in unearned premiums ......................       (3,541)               864
                                                                  -------------       ------------

    Net premiums earned .........................................       16,732             14,421

Interest income, net  ...........................................          641                551
Interest income, net from related parties .......................          108                111
Realized investment gains, net  .................................            -              1,787
Other income ....................................................           67              2,823
                                                                  -------------       ------------

    Total premiums and other revenues ...........................       17,548             19,693
                                                                  -------------       ------------

Operating costs and expenses
  Losses and loss adjustment expenses, net of amounts
    ceded to related parties of $5,290 and $3,220 in
    2004 and 2003, respectively  ................................       15,561              9,125
  Policy acquisition costs, net of ceding commissions
    received from related parties of $3,083 and $1,845 in
    2004 and 2003, respectively  ................................        3,266              3,222
  General and administrative expenses  ..........................        3,049              3,357
  Interest expense ..............................................          593                600
                                                                  -------------       ------------

    Total operating costs and expenses ..........................       22,469             16,304
                                                                  -------------       ------------

Income (loss) before income taxes  ..............................       (4,921)             3,389
Federal income tax benefit (provision) ..........................        1,624               (598)
                                                                  -------------       ------------

  Net income (loss) ............................................. $     (3,297)       $     2,791
                                                                  =============       ============

</TABLE>

See accompanying Notes to Interim Consolidated Financial Statements.

<PAGE>
                                                                     PAGE 3


                             CHANDLER (U.S.A.), INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)
                              (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                      Six months ended June 30,
                                                                  --------------------------------
                                                                       2004              2003
                                                                  -------------      ------------
<S>                                                               <C>                <C>
Premiums and other revenues
  Direct premiums written and assumed  .......................... $     59,987       $    60,460
  Reinsurance premiums ceded  ...................................       (9,072)          (20,617)
  Reinsurance premiums ceded to related parties .................      (14,882)          (13,918)
                                                                  -------------      ------------

    Net premiums written and assumed ............................       36,033            25,925
  Decrease (increase) in unearned premiums ......................       (5,429)            3,033
                                                                  -------------      ------------

    Net premiums earned .........................................       30,604            28,958

Interest income, net  ...........................................        1,776             1,037
Interest income, net from related parties .......................          211               221
Realized investment gains, net ..................................          463             1,938
Other income ....................................................          546             3,032
                                                                  -------------      ------------

    Total premiums and other revenues ...........................       33,600            35,186
                                                                  -------------      ------------

Operating costs and expenses
  Losses and loss adjustment expenses, net of amounts
    ceded to related parties of $7,970 and $6,390 in
    2004 and 2003, respectively  ................................       26,193            17,834
  Policy acquisition costs, net of ceding commissions
    received from related parties of $5,640 and $4,593 in
    2004 and 2003, respectively  ................................        5,774             6,119
  General and administrative expenses  ..........................        6,362             6,997
  Interest expense ..............................................        1,188             1,158
                                                                  -------------      ------------

    Total operating costs and expenses ..........................       39,517            32,108
                                                                  -------------      ------------

Income (loss) before income taxes  ..............................       (5,917)            3,078
Federal income tax benefit (provision) ..........................        2,040              (510)
                                                                  -------------      ------------

  Net income (loss) ............................................. $     (3,877)      $     2,568
                                                                  =============      ============

</TABLE>

See accompanying Notes to Interim Consolidated Financial Statements.

<PAGE>
                                                                     PAGE 4


                             CHANDLER (U.S.A.), INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                    (Unaudited)
                              (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                     Three months ended June 30,
                                                                  --------------------------------
                                                                       2004               2003
                                                                  -------------       ------------
<S>                                                               <C>                 <C>
Net income (loss)  .............................................. $     (3,297)       $     2,791
                                                                  -------------       ------------

Other comprehensive loss, before income tax:
  Unrealized gains (losses) on securities:
    Unrealized holding gains (losses) arising during period .....       (3,004)               483
    Less:  Reclassification adjustment for gains included
      in net income (loss) ......................................            -             (1,787)
                                                                  -------------       ------------

Other comprehensive loss, before income tax .....................       (3,004)            (1,304)

Income tax benefit related to items of other
  comprehensive loss  ...........................................        1,021                 73
                                                                  -------------       ------------

Other comprehensive loss, net of income tax .....................       (1,983)            (1,231)
                                                                  -------------       ------------

Comprehensive income (loss) ..................................... $     (5,280)       $     1,560
                                                                  =============       ============

</TABLE>

See accompanying Notes to Interim Consolidated Financial Statements.

<PAGE>
                                                                     PAGE 5


                             CHANDLER (U.S.A.), INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                    (Unaudited)
                              (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                      Six months ended June 30,
                                                                  --------------------------------
                                                                       2004               2003
                                                                  -------------       ------------
<S>                                                               <C>                 <C>
Net income (loss)  .............................................. $     (3,877)       $     2,568
                                                                  -------------       ------------
Other comprehensive loss, before income tax:
  Unrealized gains (losses) on securities:
    Unrealized holding gains (losses) arising during period .....       (2,070)             1,703
    Less:  Reclassification adjustment for gains included
      in net income (loss) ......................................         (463)            (1,938)
                                                                  -------------       ------------
Other comprehensive loss, before income tax .....................       (2,533)              (235)

Income tax benefit related to items of other
  comprehensive loss  ...........................................          861                 80
                                                                  -------------       ------------
Other comprehensive loss, net of income tax .....................       (1,672)              (155)
                                                                  -------------       ------------
Comprehensive income (loss) ..................................... $     (5,549)       $     2,413
                                                                  =============       ============

</TABLE>

See accompanying Notes to Interim Consolidated Financial Statements.

<PAGE>
                                                                     PAGE 6


                             CHANDLER (U.S.A.), INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                              (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                          Six months ended June 30,
                                                                      --------------------------------
                                                                           2004              2003
                                                                      -------------      ------------
<S>                                                                   <C>                <C>
OPERATING ACTIVITIES
Net income (loss)  .................................................. $     (3,877)      $     2,568
  Add (deduct):
  Adjustments to reconcile net income (loss) to cash provided by
    (applied to) operating activities:
    Realized investment gains, net ..................................         (463)           (1,938)
    Gain on retirement of debentures ................................          (36)           (2,227)
    Net gains on sale of property and equipment .....................         (371)             (642)
    Amortization and depreciation expense ...........................          750               737
    Provision for non-collection of premiums ........................          (32)              150
    Provision for non-collection of reinsurance recoverables ........          324               183
    Net change in non-cash balances relating to operating activities:
      Premiums receivable ...........................................        1,342               281
      Reinsurance recoverable on paid losses ........................        4,936              (377)
      Reinsurance recoverable on paid losses from related parties ...          271              (135)
      Reinsurance recoverable on unpaid losses ......................        2,337             4,352
      Reinsurance recoverable on unpaid losses from related parties..       (2,843)              484
      Prepaid reinsurance premiums ..................................        5,756             2,968
      Prepaid reinsurance premiums to related parties ...............       (1,954)           (1,137)
      Deferred policy acquisition costs .............................         (928)             (454)
      Other assets ..................................................       (1,506)            2,215
      Unpaid losses and loss adjustment expenses ....................       10,727            (8,499)
      Unearned premiums .............................................        1,627            (4,864)
      Policyholder deposits .........................................         (566)              138
      Accrued taxes and other payables ..............................          797               673
      Premiums payable ..............................................         (210)             (877)
      Premiums payable to related parties ...........................          446                 -
                                                                      -------------      ------------
    Cash provided by (applied to) operating activities ..............       16,527            (6,401)
                                                                      -------------      ------------
INVESTING ACTIVITIES
  Unrestricted fixed maturities available for sale:
    Purchases .......................................................      (30,756)          (12,261)
    Sales ...........................................................       12,176            10,676
    Maturities ......................................................        2,056             1,866
  Equity securities available for sale:
    Sales ...........................................................            -             1,720
  Cost of property and equipment purchased ..........................          (95)             (369)
  Proceeds from sale of property and equipment ......................           41                74
                                                                      -------------      ------------
    Cash provided by (applied to) investing activities ..............      (16,578)            1,706
                                                                      -------------      ------------
FINANCING ACTIVITIES
  Proceeds from issuance of trust preferred securities ..............            -            13,000
  Payment on retirement of debentures ...............................         (225)           (7,250)
  Debt issue costs ..................................................          (18)             (456)
  Payments and loans from related parties ...........................        1,812               397
  Payments and loans to related parties .............................       (4,098)             (379)
                                                                      -------------      ------------
    Cash provided by (applied to) financing activities ..............       (2,529)            5,312
                                                                      -------------      ------------
Increase (decrease) in cash and cash equivalents during the period ..       (2,580)              617
Cash and cash equivalents at beginning of period ....................        7,126             9,336
                                                                      -------------      ------------
Cash and cash equivalents at end of period .......................... $      4,546       $     9,953
                                                                      =============      ============

</TABLE>

See accompanying Notes to Interim Consolidated Financial Statements.

<PAGE>
                                                                     PAGE 7


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

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (Unaudited)

NOTE 1.  BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of Chandler
(U.S.A.), Inc. ("Chandler USA") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  They do not
include all information and footnotes required by generally accepted accounting
principles for complete financial statements.  However, except as disclosed
herein, there have been no material changes in the information included in
Chandler USA's Annual Report on Form 10-K for the year ended December 31, 2003.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of operations for the three and six month periods ended June 30,
2004 are not necessarily indicative of the results that may be expected for
the year.  Certain reclassifications of prior years have been made to conform
to the 2004 presentation.

     The consolidated financial statements include the accounts of Chandler
USA and all wholly owned  subsidiaries that meet consolidation requirements
including National American Insurance Company ("NAICO").

     Chandler USA is wholly owned by Chandler Insurance Company, Ltd.
("Chandler Insurance"), a Cayman Islands company.  Prior to December 2003,
Chandler USA was a wholly owned subsidiary of Chandler Insurance (Barbados),
Ltd. ("Chandler Barbados") which, in turn, was a wholly owned subsidiary of
Chandler Insurance.  In December  2003, Chandler Barbados was dissolved
following the transfer of its assets, liabilities and business to Chandler
Insurance.  Chandler Insurance assumed the obligations of Chandler Barbados
including those under its reinsurance agreements with NAICO pursuant to a
Distribution Agreement and a General Conveyance.  The reorganization of
Chandler Barbados and Chandler Insurance was approved by the Cayman Islands
Monetary Authority, the Supervisor of Insurance in Barbados and the Oklahoma
Insurance Department.

NOTE 2.  LITIGATION

     Certain officers and directors of Chandler USA and Chandler Insurance
were named as defendants in certain litigation involving CenTra, Inc.  This
litigation was concluded in 2002.  In accordance with its Articles of
Association, Chandler Insurance and its subsidiaries have advanced the
litigation expenses of these persons in exchange for undertakings to repay
such expenses if those persons are later determined to have breached the
standard of conduct provided in the Articles of Association.   These expenses
together with certain other expenses may be recovered from Chandler Insurance's
director and officer liability insurance policy (the "D&O Insurer").  As a
result of various events in 1995, 1996 and 1997, Chandler Barbados and Chandler
USA recorded estimated recoveries of costs from its D&O Insurer totaling
$3,456,000 and $1,044,000, respectively, for reimbursable amounts previously
paid that relate to allowable defense and litigation costs for such parties.
Chandler Barbados and Chandler USA received payment for a 1995 claim during
1996 in the amount of $636,000 and $159,000, respectively.  The balance of
$2,820,000 and $885,000 is included in other assets in Chandler Insurance's and
Chandler USA's respective balance sheets.  Chandler Insurance assumed this
receivable from Chandler Barbados during December 2003 under the reorganization
of these companies.  Chandler Insurance and its subsidiaries contend they are
entitled to a total of $5 million under the applicable insurance policy to the
extent they have advanced reimbursable expenses.  The D&O Insurer contends that
certain policy provisions exclude coverage for these claims.  On August 22,
2001, Chandler Insurance and its subsidiaries, including Chandler USA, filed
an action in the State District Court in Oklahoma City, Oklahoma ("Oklahoma
State Court") alleging that the director and officer liability insurance
policies should be rescinded and seeking repayment of more than $5 million in
premiums they previously paid.  During June 2004, Chandler Insurance and
Chandler USA received payment in the amount of $558,000 and $167,000,
respectively, in exchange for releasing certain insurers with respect to
policies covering periods from June 28, 1997 up to June 28, 2002.  Chandler
Insurance and its subsidiaries are currently involved in litigation with the
insurer for payment of the policy balance or rescission and repayment of
premiums previously paid for policy periods from June 28, 1992 to June 28,
1997.  The litigation is pending in the Oklahoma State Court.  The case is
still in the early pleading stages and Chandler USA cannot predict the date of
resolution or the outcome of this case.  Chandler Insurance and its
subsidiaries may or may not recover the remaining policy limits or the
remaining previously paid premiums and could incur significant costs in
resolving this matter.

<PAGE>
                                                                     PAGE 8

     Transamerica Occidental Life Insurance Company ("Transamerica") reinsured
NAICO for certain workers compensation risks during 1989, 1990 and 1991.
Beginning in 1996, Transamerica refused to pay NAICO for balances that it owed
under the reinsurance treaties.  On March 15, 2004, an arbitration panel
ordered Transamerica to pay the losses and loss adjustment expenses owed to
NAICO in the amount of $1,607,704 plus interest at 6%, or approximately
$577,000, plus $25,000 in costs.  NAICO has received payment for these amounts.

     Chandler USA and its subsidiaries are not parties to any other material
litigation other than as is routinely encountered in their respective business
activities.  While the outcome of these matters cannot be predicted with
certainty, Chandler USA does not expect these matters to have a material
adverse effect on its financial condition, results of operations or cash flows.

NOTE 3.  SEGMENT INFORMATION

     Chandler USA has one reportable operating segment for property and
casualty insurance.  Net premiums earned and losses and loss adjustment
expenses within the property and casualty segment can be identified to Chandler
USA designated insurance programs.  Chandler USA's chief operating decision
makers review net premiums earned and losses and loss adjustment expenses in
assessing the performance of an insurance program.  In addition, Chandler USA's
chief operating decision makers consider many other factors such as the lines
of business offered within an insurance program and the states in which the
insurance programs are offered.  Certain discrete financial information is not
readily available by insurance program, including assets, interest income, and
investment gains or losses, allocated to each insurance program.  Chandler USA
does not consider its insurance programs to be reportable segments, however,
the following supplemental information pertaining to each insurance program's
net premiums earned and losses and loss adjustment expenses is presented for
the property and casualty segment.

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                          --------------------------- --------------------------
                                              2004           2003         2004          2003
                                          ------------   ------------ ------------  ------------
                                                               (In thousands)
<S>                                       <C>            <C>          <C>           <C>
INSURANCE PROGRAM
-----------------------------------------
NET PREMIUMS EARNED
Standard property and casualty .......... $    14,353    $    11,258  $    25,950   $    22,948
Political subdivisions ..................       1,759          2,355        3,445         4,705
Surety bonds ............................         462            808          966         1,214
Other (1) ...............................         158              -          243            91
                                          ------------   ------------ ------------  ------------
                                          $    16,732    $    14,421  $    30,604   $    28,958
                                          ============   ============ ============  ============

LOSSES AND LOSS ADJUSTMENT EXPENSES
Standard property and casualty .......... $    13,138    $     6,135  $    20,656   $    12,886
Political subdivisions ..................       1,327          2,249        3,752         4,057
Surety bonds ............................         473            677          873           631
Other (1) ...............................         623             64          912           260
                                          ------------   ------------ ------------  ------------
                                          $    15,561    $     9,125  $    26,193   $    17,834
                                          ============   ============ ============  ============


<FN>

--------------------------------------------------------

(1)  This program is comprised primarily of the run-off of other discontinued
     programs and NAICO's participation in various mandatory workers
     compensation pools and assigned risks.

</TABLE>

<PAGE>
                                                                       PAGE 9

NOTE 4.  COMMITMENTS AND CONTINGENCIES

     During March 2001, Chandler USA entered into a $3.8 million sale and
leaseback transaction for certain owned equipment for a three year term.
During March 2004, the lease was extended for an additional three years with
monthly rental installments equal to the sum of (i) $17,512 plus (ii) interest
on the unpaid lease balance at a floating interest rate of 1% over JP Morgan
Chase Bank prime, which was 4.25% at June 30, 2004.  Chandler USA has the
option to repurchase the equipment at the end of the lease for approximately
$2.4 million (the "Balloon Payment"), or may elect to have the lessor sell the
equipment.  If the election to sell the equipment is made, Chandler USA would
retain any proceeds exceeding the Balloon Payment.  If the proceeds were less
than the Balloon Payment, Chandler USA would be required to pay the difference
between the proceeds and the Balloon Payment, not to exceed approximately $1.9
million.

NOTE 5.  NEW ACCOUNTING STANDARD

     In December 2003, the Financial Accounting Standards Board issued Revised
Interpretation No. 46 ("FIN 46R"), CONSOLIDATION OF VARIABLE INTEREST ENTITIES.
FIN 46R provides guidance on the identification of, and financial reporting
for, entities over which control is achieved through means other than voting
rights.  FIN 46R is used to determine whether consolidation is required or,
alternatively, whether the variable-interest model under FIN 46R should be
used to account for existing and new entities.  Chandler USA adopted FIN 46R
effective January 1, 2004.  The result of adoption was the deconsolidation of
the two capital trusts that were created during 2003 in connection with the
issuance of trust preferred securities.  Chandler USA now reports the $20.6
million of junior subordinated debentures that were issued to the capital
trusts on its consolidated balance sheet, and the December 31, 2003 balances
were restated accordingly.  The adoption of FIN 46R had no effect on net
earnings.


ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

     Some of the statements made in this Form 10-Q report, as well as
statements made by Chandler (U.S.A.), Inc. ("Chandler USA") in periodic press
releases and oral statements made by Chandler USA's officials constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.  Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Chandler USA to be materially different
from any future results, performance or achievements expressed or implied by
the forward-looking statements.  Such factors include, among other things,
(i) general economic and business conditions; (ii) interest rate changes;
(iii) competition and regulatory environment in which Chandler USA and its
subsidiaries operate, including the ability to implement price increases;
(iv) claims frequency; (v) claims severity; (vi) catastrophic events of
unanticipated frequency or severity; (vii) the number of new and renewal policy
applications submitted to National American Insurance Company ("NAICO") by its
agents; (viii) the ability of NAICO to obtain adequate reinsurance in amounts
and at rates that will not adversely affect its competitive position; (ix) the
ability of NAICO to collect reinsurance recoverables; (x) the ability of NAICO
to maintain favorable insurance company ratings; and (xi) various other factors.

<PAGE>
                                                                       PAGE 10

RESULTS OF OPERATIONS

PREMIUMS EARNED

     The following table sets forth premiums earned on a gross basis (before
reductions for premiums ceded to reinsurers) and on a net basis (after such
reductions) for each insurance program for the three and six month periods
ended June 30, 2004 and 2003:

<TABLE>
<CAPTION>
                                           GROSS PREMIUMS EARNED         NET PREMIUMS EARNED
                                        ---------------------------   --------------------------
  THREE MONTHS ENDED JUNE 30,               2004           2003           2004          2003
  ------------------------------------  ------------   ------------   ------------  ------------
                                                              (In thousands)
  <S>                                   <C>            <C>            <C>           <C>
  Standard property and casualty .....  $    22,856    $    23,251    $    14,353   $    11,258
  Political subdivisions .............        5,494          7,892          1,759         2,355
  Surety bonds .......................          645            942            462           808
  Other ..............................          158              4            158             -
                                        ------------   ------------   ------------  ------------
  TOTAL ..............................  $    29,153    $    32,089    $    16,732   $    14,421
                                        ============   ============   ============  ============
</TABLE>

<TABLE>
<CAPTION>
                                           GROSS PREMIUMS EARNED         NET PREMIUMS EARNED
                                        ---------------------------   --------------------------
  SIX MONTHS ENDED JUNE 30,                 2004           2003           2004          2003
  ------------------------------------  ------------   ------------   ------------  ------------
                                                              (In thousands)
  <S>                                   <C>            <C>            <C>           <C>
  Standard property and casualty .....  $    45,532    $    47,342    $    25,950   $    22,948
  Political subdivisions .............       11,254         16,070          3,445         4,705
  Surety bonds .......................        1,331          1,817            966         1,214
  Other ..............................          243             95            243            91
                                        ------------   ------------   ------------  ------------
  TOTAL ..............................  $    58,360    $    65,324    $    30,604   $    28,958
                                        ============   ============   ============  ============
</TABLE>

     Gross premiums earned decreased $2.9 million or 9% and $7.0 million or
11% in the second quarter and first six months of 2004, respectively,
compared to the 2003 periods.  Gross premiums earned in Oklahoma decreased
$1.9 million and $4.1 million in the second quarter and first six months of
2004, respectively, from the 2003 periods, and gross premiums earned in Texas
decreased $531,000 and $2.0 million in these periods.  These decreases were
primarily the result of NAICO's continued efforts to improve underwriting
profitability and increased competition within the Oklahoma school districts
portion of the political subdivision program.  Net premiums earned increased
$2.3 million or 16% and $1.6 million or 6% for the second quarter and first
six months of 2004, respectively, due primarily to changes in NAICO's
reinsurance programs for certain excess of loss and quota share reinsurance.
Effective April 1, 2004, NAICO increased its net retention to include 56% of
the layer covering $500,000 excess of $500,000 of loss per occurrence for its
casualty and workers compensation risks.  Effective January 1, 2004, NAICO
discontinued a quota share reinsurance arrangement that covered casualty,
workers compensation and physical damage risks produced by certain agents.
These changes increased NAICO's net retention for these lines of business and
also increased net premiums earned.

     Gross premiums earned in the standard property and casualty program
decreased $395,000 or 2% and $1.8 million or 4% in the second quarter and first
six months of 2004, respectively, compared to the 2003 periods.  The workers
compensation line accounted for $352,000 and $1.7 million of the decrease in
the second quarter and first six months of 2004, respectively.  Net premiums
earned in this program increased $3.1 million or 27% and $3.0 million or 13% in
the second quarter and first six months of 2004, respectively, due primarily to
the reinsurance changes described above.

     Gross premiums earned in the political subdivisions program decreased
$2.4 million or 30% and $4.8 million or 30% in the second quarter and first six
months of 2004, respectively, compared to the 2003 periods.  The decrease in
gross premiums earned is due primarily to increased competition in the school
districts portion of the program in Oklahoma.  Net premiums earned in this
program decreased $596,000 or 25% and $1.3 million or 27% in the second quarter
and first six months of 2004, respectively, due primarily to the decrease in
gross premiums earned.

     Gross premiums earned in the surety bond program decreased $297,000 or
32% and $486,000 or 27% in the second quarter and first six months of 2004,
respectively, compared to the 2003 periods.  The decreases are primarily due
to stricter underwriting policies as NAICO continues to focus on improving
underwriting profitability in this program and to the bail bond portion of the
program that was discontinued during 2003.  Gross premiums earned for the bail
bond portion of the program decreased $288,000 and $535,000 in the second
quarter and first six months of 2004, respectively.  Net premiums earned in
the surety bond program decreased $346,000 or 43% and $248,000 or 20% in the
second quarter and first six months of 2004, respectively.

<PAGE>
                                                                       PAGE 11

NET INTEREST INCOME AND NET REALIZED INVESTMENT GAINS

     At June 30, 2004, Chandler USA's investment portfolio consisted primarily
of fixed income U.S. Government and high-quality corporate bonds, with
approximately 6% invested in cash and money market instruments.  Income
generated from this portfolio is largely dependent upon prevailing levels of
interest rates.  Chandler USA's portfolio contains no non-investment grade
bonds or real estate investments.  Chandler USA also receives interest income
from related parties on intercompany loans.

     Net interest income, excluding interest income from related parties,
increased $90,000 or 16% and $739,000 or 71% in the second quarter and first
six months of 2004, respectively.  The increase in the six month period was due
primarily to an arbitration award in favor of NAICO that included approximately
$577,000 in interest.  Excluding the arbitration award, net interest income
increased $162,000 or 16% in the six month period.   Cash and invested assets
were $80.8 million at June 30, 2004 compared to $68.4 million at June 30, 2003.
Net interest income from related parties decreased $3,000 or 3% and $10,000 or
5% in the second quarter and first six months of 2004, respectively.

     Chandler USA had no net realized investment gains during the second
quarter of 2004 compared to $1.8 million during the second quarter of 2003.
Net realized investment gains were $463,000 during the first six months of
2004 compared to $1.9 million during the first six months of 2003.  Realized
investment gains in the second quarter of 2003 included a gain of $1.7 million
from the sale of 19,371 shares of common stock of Insurance Services Office,
Inc.

OTHER INCOME

     Other income was $67,000 and $546,000 in the second quarter and first six
months of 2004, respectively, compared to $2.8 million and $3.0 million during
the second quarter and first six months of 2003.  The 2003 amounts included a
gain of $2.2 million related to the purchase and cancellation of $10.0 million
of Chandler USA's senior debentures.  Other income also included $368,000 in
the first six months of 2004, and $510,000 and $652,000 in the second quarter
and first six months of 2003, respectively for the amortization of the deferred
gain related to the sale and leaseback of certain equipment.  The deferred gain
has been fully amortized and no amortization was recorded during the second
quarter of 2004.

LOSSES AND LOSS ADJUSTMENT EXPENSES

     Chandler USA estimates losses and loss adjustment expenses based on
historical experience and payment and reporting patterns for the type of risk
involved.  These estimates are based on data available at the time of the
estimate and are periodically reviewed by independent professional actuaries.
Although such estimates are management's best estimates of the expected values,
the ultimate liability for unpaid claims may vary from these values.

     The percentage of losses and loss adjustment expenses to net premiums
earned ("loss ratio") was 93.0% and 85.6% for the second quarter and first six
months of 2004, compared to 63.3% and 61.6% in the corresponding 2003 periods.
The increase in the 2004 loss ratios was due to losses incurred related to
prior accident years of $9.0 million and $12.8 million in the second quarter
and first six months of 2004, respectively.  The adverse loss development
during 2004 was generally the result of ongoing analysis of recent loss
development trends that reflect an increase in loss severity in the workers
compensation and liability lines for NAICO's standard property and casualty
program, primarily in the 1997-2001 accident years.  Losses and loss adjustment
expenses incurred related to prior accident years were $2.1 million and $3.4
million in the second quarter and first six months of 2003, respectively.
Reserves for unpaid losses and loss adjustment expenses, net of related
reinsurance recoverables, were $39.4 million as of June 30, 2004 compared to
$29.3 million at December 31, 2003, an increase of $10.1 million or 34%.
Weather-related losses from wind and hail totaled $173,000 and $316,000 in the
second quarter and first six months of 2004 and increased the respective loss
ratios by 1.0 percentage point.  Weather-related losses totaled $1.3 million
and $1.4 million in the second quarter and first six months of 2003, and
increased the respective 2002 loss ratios by 8.8 and 4.7 percentage points.

<PAGE>
                                                                       PAGE 12

POLICY ACQUISITION COSTS

     Policy acquisition costs consist of costs associated with the acquisition
of new and renewal business and generally include direct costs such as premium
taxes, commissions to agents and ceding companies and premium-related
assessments and indirect costs such as salaries and expenses of personnel who
perform and support underwriting activities. NAICO also receives ceding
commissions from the reinsurers who assume premiums from NAICO under certain
reinsurance contracts and the ceding commissions are accounted for as a
reduction of policy acquisition costs.  Direct policy acquisition costs and
ceding commissions are deferred and amortized over the terms of the policies.
When the sum of anticipated losses, loss adjustment expenses and unamortized
policy acquisition costs exceeds the related unearned premiums, including
anticipated investment income, a provision for the indicated deficiency is
recorded.

     The following table sets forth Chandler USA's policy acquisition costs for
each of the three and six month periods ended June 30, 2004 and 2003:


<TABLE>
<CAPTION>

                                              THREE MONTHS ENDED       SIX MONTHS ENDED
                                                   JUNE 30,                JUNE 30,
                                            ----------------------  ----------------------
                                               2004        2003        2004        2003
                                            ----------  ----------  ----------  ----------
                                                            (In thousands)
<S>                                         <C>         <C>         <C>         <C>
Commissions expense ....................... $   3,844   $   4,341   $   8,144   $   9,295
Other premium related assessments .........       268         344         564         694
Premium taxes .............................       653         638       1,387       1,398
Excise taxes ..............................        81          56         149         139
Dividends to policyholders ................         -           9           -          15
Other expense .............................       119         207         183         351
                                            ----------  ----------  ----------  ----------
Total direct expenses .....................     4,965       5,595      10,427      11,892

Indirect underwriting expenses ............     1,925       1,943       3,803       3,984
Commissions received from reinsurers ......    (2,846)     (3,443)     (7,528)     (9,303)
Adjustment for deferred acquisition costs..      (778)       (873)       (928)       (454)
                                            ----------  ----------  ----------  ----------
Net policy acquisition costs .............. $   3,266   $   3,222   $   5,774   $   6,119
                                            ==========  ==========  ==========  ==========
</TABLE>

     Total gross direct and indirect expenses as a percentage of direct written
and assumed premiums were 24.3% and 23.7% for the second quarter and first six
months of 2004, compared to 27.6% and 26.3% in the corresponding year ago
periods.  Commission expense as a percentage of gross written and assumed
premiums was 13.6% in the second quarter and the first six months of 2004
compared to 15.9% and 15.4% in the corresponding 2003 periods.  The decrease in
commission expense was primarily due to a decrease in contingent commissions to
agents that resulted from higher loss ratios than had been projected for these
agents.  Commissions received from reinsurers decreased $597,000 or 17% and
$1.8 million or 19% in the second quarter and first six months of 2004,
respectively, compared to the 2003 periods due to discontinuing certain quota
share reinsurance arrangements.

     Indirect underwriting expenses were 6.8% and 6.3% of total direct written
and assumed premiums in the second quarter and first six months of 2004,
respectively, compared to 7.1% and 6.6% in the corresponding 2003 periods.
Indirect expenses include general overhead and administrative costs associated
with the acquisition of new and renewal business, some of which is relatively
fixed in nature, thus, the percentage of such expenses to direct written and
assumed premiums will vary depending on Chandler USA's overall premium volume.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses were 10.5% and 10.9% of gross premiums
earned in the second quarter and first six months of 2004, respectively,
compared to 10.5% and 10.7% for the corresponding 2003 periods.  General and
administrative expenses have historically not varied in direct proportion to
Chandler USA's revenues.  A portion of such expenses is allocated to policy
acquisition costs (indirect underwriting expenses) and loss and loss adjustment
expenses based on various factors including employee counts, salaries,
occupancy and specific identification.  Because certain types of expenses are
fixed in nature, the percentage of such expenses to revenues will vary
depending on Chandler USA's overall premium volume.

INTEREST EXPENSE

     Interest expense decreased $7,000 and increased $30,000 in the second
quarter and first six months of 2004, respectively, compared to the 2003
periods.  Substantially all of Chandler USA's interest expense is related to
its outstanding senior debentures and junior subordinated debentures.

<PAGE>
                                                                       PAGE 13


LIQUIDITY AND CAPITAL RESOURCES

     In the first six months of 2004, Chandler USA provided $16.5 million in
cash from operations due primarily to the decrease in reinsurance purchased
during 2004 which resulted in an increase in net premiums written of $10.1
million.  Cash flow from operations is positively impacted during times when
net premiums written increase since a substantial portion of the claim payments
for any given year will be made in future years.  The cash provided by
operations was used primarily to fund purchases of investments and loans to
related parties.  In the first six months of 2003, Chandler USA used $6.4
million in cash from operations.

     During the first six months of 2004, the market value of NAICO's fixed
maturity investments decreased by $2.1 million due primarily to an increase in
interest rates and to possible future interest rate changes and the effect such
changes have on the market for these investments.  Higher interest rates
generally provide for potentially higher interest rates on investable cash flow
and decreases in the market value of existing fixed maturity investments.

     At June 30, 2004, Chandler Insurance owed approximately $11.9 million to
Chandler USA versus $9.6 million at December 31, 2003 under an Intercompany
Credit Agreement (the "Credit Agreement") covering intercompany loans between
the parties.  The Credit Agreement requires interest to be paid at the prime
interest rate published in the Wall Street Journal each month, and balances
owed by either party are payable at any time upon demand.

     During March 2001, Chandler USA entered into a $3.8 million sale and
leaseback transaction for certain owned equipment for a three year term.
During March 2004, the lease was extended for an additional three years with
monthly rental installments equal to the sum of (i) $17,512 plus (ii) interest
on the unpaid lease balance at a floating interest rate of 1% over JP Morgan
Chase Bank prime, which was 4.25% at June 30, 2004.  Chandler USA has the
option to repurchase the equipment at the end of the lease for approximately
$2.4 million (the "Balloon Payment"), or may elect to have the lessor sell the
equipment.  If the election to sell the equipment is made, Chandler USA would
retain any proceeds exceeding the Balloon Payment.  If the proceeds were less
than the Balloon Payment, Chandler USA would be required to pay the difference
between the proceeds and the Balloon Payment, not to exceed approximately $1.9
million.

ITEM 4.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     As of the end of the period covered by this report and pursuant to Rule
13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"), Chandler
USA's management, including the Chief Executive Officer and Chief Financial
Officer, conducted an evaluation of the effectiveness and design of Chandler
USA's disclosure controls and procedures (as that term is defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act).  Based upon that evaluation,
Chandler USA's Chief Executive Officer and Chief Financial Officer concluded,
as of the end of the period covered by this report, that Chandler USA's
disclosure controls and procedures were effective in recording, processing,
summarizing and reporting information required to be disclosed by Chandler USA,
within the time periods specified in the Securities and Exchange Commission's
rules and forms.

CHANGES IN INTERNAL CONTROLS

     In addition and as of the end of the period covered by this report, there
have been no changes in internal control over financial reporting (as defined
in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter to
which this report relates that have materially affected or are reasonably
likely to materially affect, the internal control over financial reporting.

<PAGE>
                                                                       PAGE 14

PART II.                            OTHER INFORMATION
                                    -----------------

Item 1.  Legal Proceedings
         -----------------
         In response to this item, Chandler USA incorporates by reference to
         Note 2.  Litigation to its Interim Consolidated Financial Statements
         contained elsewhere in this report.

Item 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------
         None.

Item 3.  Defaults Upon Senior Securities
         -------------------------------
         None.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         Effective May 11, 2004, Chandler USA's sole shareholder, Chandler
         Insurance, re-elected the following individuals to serve on Chandler
         USA's Board of Directors:


                  W. Brent LaGere              W. Scott Martin
                  Mark T. Paden                Robert L. Rice
                  R. Patrick Gilmore           K.R. Price
                  Richard L. Evans             William Thomas Keele

Item 5.  Other Information
         -----------------
         None.

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         Index of Exhibits
         -----------------
         31.1  Rule 13a-14(a)/15d-14(a) Certifications.
         32.1  Section 1350 Certifications.

         Reports on Form 8-K
         -------------------
         None.

<PAGE>
                                                                       PAGE 15

                                   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 thereunto duly authorized.

Date:  August 10, 2004                  CHANDLER (U.S.A.), INC.


                                        By: /s/ W. Brent LaGere
                                            --------------------------------
                                            W. Brent LaGere
                                            Chairman of the Board and
                                            Chief Executive Officer
                                            (Principal Executive Officer)

                                        By: /s/ Mark C. Hart
                                            --------------------------------
                                            Mark C. Hart
                                            Vice President - Finance, Chief
                                            Financial Officer and Treasurer
                                            (Principal Accounting Officer)


<PAGE>
                                                                  EXHIBIT 31.1

                                 Certifications

I, W. Brent LaGere, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Chandler (U.S.A.),
      Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered
      by this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

          a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

          b)  Evaluated the effectiveness of the registrant's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures, as
          of the end of the period covered by this report based on such
          evaluation; and

          c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the
          registrant's most recent fiscal quarter that has materially affected,
          or is reasonably likely to materially affect, the registrant's
          internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of
      registrant's board of directors (or persons performing the equivalent
      functions):

          a)  All significant deficiencies and material weaknesses in the
          design or operation of internal control over financial reporting
          which are reasonably likely to adversely affect the registrant's
          ability to record, process, summarize and report financial
          information; and

          b)  Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal control over financial reporting.


Date: August 10, 2004
                                        /s/ W. Brent LaGere
                                        -----------------------------------
                                        W. Brent LaGere
                                        Chairman of the Board and
                                        Chief Executive Officer
<PAGE>
                                                                  EXHIBIT 31.1
                                                                  (continued)

                                 Certifications

I, Mark C. Hart, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Chandler (U.S.A.),
      Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered
      by this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows
      of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

          a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

          b)  Evaluated the effectiveness of the registrant's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures, as
          of the end of the period covered by this report based on such
          evaluation; and

          c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the
          registrant's most recent fiscal quarter that has materially affected,
          or is reasonably likely to materially affect, the registrant's
          internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of
      registrant's board of directors (or persons performing the equivalent
      functions):

          a)  All significant deficiencies and material weaknesses in the
          design or operation of internal control over financial reporting
          which are reasonably likely to adversely affect the registrant's
          ability to record, process, summarize and report financial
          information; and

          b)  Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal control over financial reporting.


Date: August 10, 2004
                                        /s/ Mark C. Hart
                                        -----------------------------------
                                        Mark C. Hart
                                        Vice President - Finance,
                                        Chief Financial Officer
                                        and Treasurer

<PAGE>
                                                                  EXHIBIT 32.1

                           SECTION 1350 CERTIFICATIONS


In connection with the Quarterly Report of Chandler (U.S.A.), Inc. (the
"Company") on Form 10-Q for the period ending June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), W. Brent
LaGere, as Chief Executive Officer of the Company, and Mark C. Hart, as Chief
Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act
of 2002, to the best of his knowledge, that:

(1)    The Report fully complies with the requirements of Section 13(a) or
       15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material
       respects, the financial condition and results of operations of the
       Company.

                                        /s/ W. Brent LaGere
                                        -----------------------------------
                                        W. Brent LaGere
                                        Chief Executive Officer
                                        August 10, 2004

                                        /s/ Mark C. Hart
                                        -----------------------------------
                                        Mark C. Hart
                                        Chief Financial Officer
                                        August 10, 2004

A signed original of this written statement required by Section 906 has been
provided to Chandler (U.S.A.), Inc. and will be retained by Chandler (U.S.A.),
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.