SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                  Under the Securities and Exchange Act of 1934
                                 Amendment No. 1

                              HAIN FOOD GROUP INC.

                                (Name of Issuer)

                                  Common Stock

                         (Title of Class of Securities )

                                    405219106

                                 (CUSIP NUMBER)



1)      Name of Reporting Person:           CNA Financial Corporation
        SS or IRS Identification            36-6169860
        Nos. of Above Persons:


2)      Check the Appropriate Box           (a)     (b)  X
        If A Member of  Group
        (See Instructions)

3)      SEC Use Only

4)      Citizenship or Place of Organization         Delaware

        Number of                    (5)  Sole Voting Power          0
        Shares
        Beneficially Owned           (6)  Shared Voting Power        0
        by Each Reporting
        Person With:                 (7)  Sole Dispositive Power     0

                                     (8)  Shared Dispositive Power:  0

9)      Aggregate Amount Bene-                                       0
        ficially Owned by Each
        Reporting Person

10)     Check if the aggregate

        Amount in Row  (9) Ex-
        clude Certain Shares (See
        Instructions)

11)     Percent of Class Represented
        By Amount in Row 9                                           0%

12)     Type of Reporting
        Person (See Instructions)                                    HC



1)      Name of Reporting Person:           Loews Corporation
        SS or IRS Identification            13-2646102
        Nos. of Above Persons:

2)      Check the Appropriate Box           (a)   (b)  X
        If A Member of  Group
        (See Instructions)

3)      SEC Use Only

4)      Citizenship or Place of Organization         Delaware
        Number of                    (5)  Sole Voting Power          0
        Shares
        Beneficially Owned           (6)  Shared Voting Power        0
        by Each Reporting
        Person With:                 (7)  Sole Dispositive Power     0

                                     (8)  Shared Dispositive Power:  0

9)      Aggregate Amount Bene-                                       0
        ficially Owned by Each
        Reporting Person

10)     Check if the aggregate
        Amount in Row  (9) Ex-
        clude Certain Shares (See
        Instructions)

11)     Percent of Class Represented
        By Amount in Row 9                                           0%

12)     Type of Reporting
        Person (See Instructions)                                    HC



1)      Name of Reporting Person:           Continental Assurance Company
        SS or IRS Identification            36-0947200
        Nos. of Above Persons:

2)      Check the Appropriate Box           (a)   (b)  X
        If A Member of  Group
        (See Instructions)

3)      SEC Use Only

4)      Citizenship or Place of Organization         Delaware
        Number of                    (5)  Sole Voting Power          0
        Shares
        Beneficially Owned           (6)  Shared Voting Power        0
        by Each Reporting
        Person With:                 (7)  Sole Dispositive Power     0

                                     (8)  Shared Dispositive Power   0

9)      Aggregate Amount Bene-                                       0
        ficially Owned by Each
        Reporting Person

10)     Check if the aggregate
        Amount in Row  (9) Ex-
        clude Certain Shares (See
        Instructions)

11)     Percent of Class Represented
        By Amount in Row 9                                           0%

12)     Type of Reporting
        Person (See Instructions)                                    IN


Item 1(a)         Name of Issuer.

                  HAIN FOOD GROUP INC.

Item 1(b)         Address of Issuer's Principal Executive Offices


                  HAIN FOOD GROUP INC.
                  50 Charles Lindbergh Blvd.
                  Uniondale, New York   11553

Item 2(a)         Name of Person Filing:  CNA Financial Corporation

Item 2(b)         Address of Principal Business Office:

                                          CNA Plaza,  Chicago, Illinois 60685

Item 2(c)         Citizenship:  State Of Delaware

Item 2(d)         Title of Class of Securities:  Common Stock

Item 2(e)         CUSIP Number:  405219106

Item 3. The person filing this statement pursuant to Rule 13-1(b) or 13d-2 is:

(g)  Parent  Holding  Company  (Relevant  subsidiary  is  Continental  Assurance
Company, an Illinois domiciled insurance company.)

Item 4.  Ownership

(a)      Amount Beneficially Owned:                                  0

(b)      Percent of Class                                            0%

(c)      Number of shares as to which such person has

         (i)  sole power to vote or to direct the vote               0

        (ii)  shared power to vote or to direct vote                 0

       (iii)  sole power to dispose or to direct disposition of      0

        (iv)  shared power to dispose or to direct disposition       0

Item  5. Ownership of Five Percent or Less of a Class.

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following [X].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         Inapplicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported On By the Parent Holding Company.

         See Exhibit 1.

Item 8.  Identification and Classification of Members of the Group.

         Inapplicable.

Item 9.  Notice of Dissolution of the Group.

         Inapplicable.

Item 10. Certification.

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any transactions  having such
purposes or effect.

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

February 14, 2000
             Date

/s/ Jonathan D. Kantor
             Signature

Jonathan D. Kantor
Senior Vice President, General Counsel and Secretary

Item 10.   Certification of Loews Corporation.

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any transactions  having such
purposes or effect.

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


February 14, 2000
             Date


/s/     Barry Hirsch
             Signature

Barry Hirsch
Senior Vice President, Secretary and General Counsel



Item 10.   Certification of Continental Assurance Company.

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any transactions  having such
purposes or effect.

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


February 14, 2000
             Date

/s/ Jonathan D. Kantor
             Signature

Jonathan D. Kantor
Senior Vice President, General Counsel and Secretary





                                    Exhibit 1

Loews  Corporation  holds  in  excess  of  86% of the  equity  of CNA  Financial
Corporation.

CNA  Financial  Corporation  owns 100% of the relevant  subsidiary,  Continental
Assurance  Company,  an Illinois domiciled  insurance company (IC).  Continental
Assurance Company is the direct owner of the position being reported.


                                    Exhibit 2

Each of the  undersigned  hereby agrees that the Schedule 13G filed  herewith is
filed  jointly,  pursuant to Rule 13d-l(f) of the Securities and Exchange Act of
1934, as amended, on behalf of each of the undersigned.


CONTINENTAL ASSURANCE COMPANY

/s/ Jonathan D. Kantor
             Signature

Jonathan D. Kantor
Senior Vice President, General Counsel and Secretary


CNA FINANCIAL CORPORATION


/s/ Jonathan D. Kantor
             Signature

Jonathan D. Kantor
Senior Vice President, General Counsel and Secretary


LOEWS CORPORATION

/s/ Barry Hirsch
            Signature

Barry Hirsch
Senior Vice President, Secretary and General Counsel