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

                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934


                             CNA SURETY CORPORATION
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                                (Name of Issuer)


                          Common Stock, $.01 par value
 ------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   12612L1008
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                                 (CUSIP Number)



Jonathan D. Kantor, Esq.      with copies to:            and:
Senior Vice President,        Robert A. Rosenbaum, Esq.  John T. Kramer, Esq.
General Counsel and Secretary Dorsey & Whitney LLP       Dorsey & Whitney LLP
Continental Casualty Company  Pillsbury Center South     Pillsbury Center South
CNA Plaza                     220 South Sixth Street     220 South Sixth Street
Chicago, Illinois 60685       Minneapolis, MN 55402      Minneapolis, MN 55402
(312) 822-1384                (612) 340-5681             (612) 340-8702
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)


                                  May 26, 2000
--------------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)


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

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


<PAGE>



1)       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)       Source of Funds

5)       Check Box If Disclosure of
         Legal Proceedings Is Required
         Pursuant To Items 2(d) Or 2(e)

6)       Citizenship or Place of Organization        Delaware

         Number of                 (7)  Sole Voting Power                  0
         Shares
         Beneficially Owned        (8)  Shared Voting Power       26,283,458 (1)
         by Each Reporting
         Person With:              (9)  Sole Dispositive Power             0

                                   (10) Shared Dispositive Power: 26,283,458 (1)

11)      Aggregate Amount Beneficially                            26,283,458 (1)
         Owned by Each Reporting Person

12)      Check if the aggregate Amount in Row (9)
         Exclude Certain Shares (See Instructions)

13)      Percent of Class Represented
         By Amount in Row 9                                       61.3% (1)

14)      Type of Reporting
         Person (See Instructions)                                IC


     (1) Continental Casualty Company owns 9,754,692 shares directly through its
subsidiary  National Fire  Insurance  Company of Hartford and  7,857,938  shares
indirectly  through  its  subsidiary   American  Casualty  Company  of  Reading,
Pennsylvania.  The  characterization of shared dispositive power with the parent
company is made solely as a consequence of SEC interpretations regarding control
of the  subsidiary.  Continental  Casualty  Company and its direct and  indirect
parent  companies,  each  specifically  disclaims  beneficial  ownership  of the
securities held by its subsidiaries.


<PAGE>



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)       Source of Funds

5)       Check Box If Disclosure of
         Legal Proceedings Is Required
         Pursuant To Items 2(d) Or 2(e)

6)       Citizenship or Place of Organization        Delaware

         Number of                 (7)  Sole Voting Power                  0
         Shares
         Beneficially Owned        (8)  Shared Voting Power       27,096,347 (2)
         by Each Reporting
         Person With:              (9)  Sole Dispositive Power             0

                                   (10) Shared Dispositive Power: 27,096,347 (2)

11)      Aggregate Amount Beneficially                            27,096,347 (2)
         Owned by Each Reporting Person

12)      Check if the aggregate Amount in Row (9)
         Exclude Certain Shares (See Instructions)

13)      Percent of Class Represented
         By Amount in Row 9                                       63.2% (2)

14)      Type of Reporting
         Person (See Instructions)                                HC


     (2) CNA  Financial  Corporation  holds  none  of the  shares  directly  and
specifically disclaims beneficial ownership of the securities identified herein.
The  securities  identified  are  held  by  the  following  subsidiaries  in the
following amounts:  Continental  Casualty Company (9,754,692  shares),  National
Fire Insurance Company of Hartford (8,670,828 shares), American Casualty Company
of  Reading  Pennsylvania  (7,857,938  shares),  Continental  Insurance  Company
(270,963 shares), and Firemen's Insurance Company of Newark, New Jersey (541,926
shares).  The  characterization  of shared  dispositive  power  with the  parent
company is made solely as a consequence of SEC interpretations regarding control
of the subsidiaries.


<PAGE>



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)       Source of Funds                    AF

5)       Check Box If Disclosure of
         Legal Proceedings Is Required
         Pursuant To Items 2(d) Or 2(e)

6)       Citizenship or Place of Organization        Delaware

         Number of                 (7)  Sole Voting Power                  0
         Shares
         Beneficially Owned        (8)  Shared Voting Power       27,096,347 (3)
         by Each Reporting
         Person With:              (9)  Sole Dispositive Power             0

                                   (10) Shared Dispositive Power: 27,096,347 (3)

11)      Aggregate Amount Beneficially                            27,096,347 (3)
         Owned by Each Reporting Person

12)      Check if the aggregate Amount in Row (9)
         Exclude Certain Shares (See Instructions)

13)      Percent of Class Represented
         By Amount in Row 9                                       63.2% (3)

14)      Type of Reporting
         Person (See Instructions)                                HC


     (3) Loews  holds none of the shares  directly  and  specifically  disclaims
beneficial  ownership  of  the  securities  identified  herein.  The  securities
identified  are held by the following  subsidiaries  in the  following  amounts:
Continental Casualty Company (9,754,692 shares), National Fire Insurance Company
of  Hartford   (8,670,828   shares),   American   Casualty  Company  of  Reading
Pennsylvania (7,857,938 shares), Continental Insurance Company (270,963 shares),
and Firemen's  Insurance  Company of Newark,  New Jersey (541,926  shares).  The
characterization  of shared  dispositive  power with the parent  company is made
solely  as a  consequence  of  SEC  interpretations  regarding  control  of  the
subsidiaries.


<PAGE>




     This Amendment No. 1 (the "Amendment") amends the statement on Schedule 13D
filed by Continental Casualty Company ("Continental"), CNA Financial Corporation
("CNAF") and Loews Corporation  ("Loews") with the U.S.  Securities and Exchange
Commission on March 24, 2000.

Item 4.        Purpose of Transaction.

     On May 26, 2000, Continental, CNAF and Loews (collectively,  the "Reporting
Persons")  informed CNA Surety  Corporation  (the  "Company") that the Reporting
Persons do not intend to pursue a proposed tender offer to acquire the remaining
equity interests of the Company not currently owned by the Reporting  Persons. A
copy of the  press  release  is  attached  as  Exhibit  C.  Continental  and its
subsidiaries and the other insurance subsidiaries of CNAF that own shares of CNA
Surety  Corporation  may  review  their  respective   positions  of  CNA  Surety
Corporation shares from time to time and may acquire additional shares depending
upon  market  conditions  or other  factors  existing at the time of such review
resulting in increases or decreases in their respective positions.


Item 7. Material to be Filed as Exhibits.

                *Exhibit A          Press Release dated March 20, 2000

                *Exhibit B          Joint Filing Agreement

               **Exhibit C          Press Release dated May 26, 2000

*    Previously filed

**   Filed herewith

<PAGE>



SIGNATURES

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



                            May 31, 2000



                          CONTINENTAL CASUALTY COMPANY



                            By:     /s/Jonathan D. Kantor
                                    ---------------------
                            Name:   Jonathan D. Kantor
                            Title:  Senior Vice President, General Counsel and
                                    Secretary


                            CNA FINANCIAL CORPORATION


                            By:     /s/Jonathan D. Kantor
                                    ---------------------
                            Name:   Jonathan D. Kantor
                            Title:  Senior Vice President, General Counsel and
                                    Secretary




                            LOEWS CORPORATION



                            By:     /s/Barry Hirsch
                                    ---------------------
                            Name:   Barry Hirsch
                            Title:  Senior Vice President and Secretary


<PAGE>



                                  EXHIBIT INDEX



        *Exhibit A                  Press Release dated March 20, 2000

        *Exhibit B                  Joint Filing Agreement

       **Exhibit C                  Press Release dated May 26, 2000



*   Previously filed
**  Filed herewith

<PAGE>



                                    Exhibit C


                                   CNA Plaza                 Media:
                                   Chicago, IL 60685         Clark Walter
                                                                    312-822-1454

                                                                       Analysts:
                                                             Donald P. Lofe, Jr.
                                                                    312-822-3993
CNA
For All the Commitments You Make


NEWS


CNA Withdraws Proposed Cash Tender Offer
For All Shares of CNA Surety

CHICAGO,  IL., May 26, 2000 - CNA Financial  Corporation  (NYSE:  CNA) announced
today that Continental  Casualty Company (CCC), a wholly owned  subsidiary,  has
withdrawn  its  proposal  to  acquire  by tender  offer the shares of CNA Surety
Corporation (NYSE: SUR) not already owned by CCC and its affiliates.

CNA  described  its March 20 proposal as a move  consistent  with the  company's
intention  to sharpen its  strategic  focus on serving  businesses.  The $13 per
share price then  represented a 17.4% premium over CNA Surety's  average closing
price for the past 30 trading days of $11.07 per share.

Based on sharply  rising stock  prices  across the  property-casualty  insurance
sector,  CNA has determined that market  conditions are no longer  favorable for
pursuing its  previously  announced  intention of making a cash tender offer for
shares of CNA Surety  common  stock.  Although  CNA was prepared to increase its
offer,  it could not reach an agreement  that was both  acceptable to CNA Surety
and consistent with CNA's rate of return goals. CNA today informed CNA Surety of
its decision not to pursue the proposed  tender  offer.  CCC and its  affiliates
currently own  approximately 62 percent of the outstanding  shares of CNA Surety
common stock.

CNA Financial  Corporation is a holding company whose primary  subsidiaries  are
property-casualty and life insurance companies. Collectively, these subsidiaries
are CNA, one of the largest insurance organizations in the United States.

                                       ###