SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549

                  Under the Securities and Exchange Act of 1934
                                  Schedule 13G
                                (Amendment No. 2)

                              BANK PLUS CORPORATION
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities )

                                   064446107
                                 (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 Beneficially
           Owned by Each Reporting Person                         0*

10)        Check if the Aggregate Amount in Row (9)
           Excludes Certain Shares (See Instructions)

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

12)        Type of Reporting
           Person (See Instructions)                              HC

* Under Illinois Law, assets owned by Continental  Casualty  Company an Illinois
insurance company, are solely under the control of the board of directors of the
insurer.  The  characterization  of shared  dispositive  power  with the  parent
holding is made solely as a consequence of SEC interpretations regarding control
of the subsidiary.  CNA Financial Corporation and Loews Corporation specifically
disclaim benefical ownership of the securities identified herein.







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 Beneficially
           Owned by Each Reporting Person                         0*

10)        Check if the Aggregate Amount in Row (9)
           Excludes Certain Shares (See Instructions)

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

12)        Type of Reporting
           Person (See Instructions)                              HC

* Under Illinois Law, assets owned by Continental  Casualty  Company an Illinois
insurance company, are solely under the control of the board of directors of the
insurer.  The  characterization  of shared  dispositive  power  with the  parent
holding is made solely as a consequence of SEC interpretations regarding control
of the subsidiary.  CNA Financial Corporation and Loews Corporation specifically
disclaim benefical ownership of the securities identified herein.








1)         Name of Reporting Person:     Continental Casualty Company

           SS or IRS Identification      36-2114545
           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 Beneficially
           Owned by Each Reporting Person                         0*

10)        Check if the Aggregate Amount in Row (9)
           Excludes Certain Shares (See Instructions)

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

12)        Type of Reporting
           Person (See Instructions)                              HC

* Under Illinois Law, assets owned by Continental  Casualty  Company an Illinois
insurance company, are solely under the control of the board of directors of the
insurer.  The  characterization  of shared  dispositive  power  with the  parent
holding is made solely as a consequence of SEC interpretations regarding control
of the subsidiary.  CNA Financial Corporation and Loews Corporation specifically
disclaim benefical ownership of the securities identified herein.








Item 1(a)  Name of Issuer.  Bank Plus Corporation

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

                      William L. Sanders
                      Chief Financial Officer
                      BANK PLUS CORPORATION
                      4565 Colorado Blvd.
                      Los Angeles, CA 90039

Item 2(a)  Name of Persons Filing.  Continental Casualty Company
                                    Loews Corporation
                                    CNA Financial Corporation

Item 2(b)  Address of Principal Business Office:

           Continental Casualty Company - CNA Plaza, Chicago, Illinois 60685 CNA
           Financial  Corporation  - CNA Plaza,  Chicago,  Illinois  60685 Loews
           Corporation - 667 Madison Avenue, New York, New York 10021-8087


Item 2(c)  Citizenship: Continental Casualty Company - State of Illinois
                        CNA Financial Corporation - State of Delaware
                      Loews Corporation - State of Delaware


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

Item 2(e)  CUSIP Number.  064446107

Item       3 The persons filing this statement pursuant to Rule 13-1(b) or 13d-2
           are each:

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

Item 4.    Ownership                     CNA                        Continental
                                         Financial                  Casualty
                                         Corp.        Loews Corp.   Company

(a)        Amount Beneficially Owned:    0*           0*            0*

(b)        Percent of Class              0%           0%            0%

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

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


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

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

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

           Continental Casualty Company, an Illinois insurance company (IC).
           See Exhibit 1.

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

           Inapplicable.

Item 9.    Notice of Dissolution of the Group.

           Inapplicable.

* Under Illinois Law, assets owned by Continental  Casualty  Company an Illinois
insurance company, are solely under the control of the board of directors of the
insurer.  The  characterization  of shared  dispositive  power  with the  parent
holding is made solely as a consequence of SEC interpretations regarding control
of the subsidiary.



Item 10.   Certification of CNA Financial 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/ 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 Casualty 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
Casualty Company,  an Illinois  domiciled  insurance  company (IC).  Continental
Casualty 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 CASUALTY 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