SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549

                  Under the Securities and Exchange Act of 1934
                                  Schedule 13G
                                (Amendment No. 1)

                              BANK PLUS CORPORATION
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities )

                                   064446107
                                 (CUSIP NUMBER)


<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)         Citizenship or Place of Organization      Delaware

           Number of              (5)  Sole Voting Power          0
           Shares
           Beneficially Owned     (6)  Shared Voting Power        1,220,610*
           by Each Reporting
           Person With:           (7)  Sole Dispositive Power     0

                                  (8)  Shared Dispositive Power:  1,220,610*

9)         Aggregate Amount Beneficially
           Owned by Each Reporting Person                         1,220,610*

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

11)        Percent of Class
           Represented By Amount in Row 9                         6.7%

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.



<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)         Citizenship or Place of Organization      Delaware

           Number of              (5)  Sole Voting Power          0
           Shares
           Beneficially Owned     (6)  Shared Voting Power        1,220,610*
           by Each Reporting
           Person With:           (7)  Sole Dispositive Power     0

                                  (8)  Shared Dispositive Power:  1,220,610*

9)         Aggregate Amount Beneficially
           Owned by Each Reporting Person                         1,220,610*

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

11)        Percent of Class
           Represented By Amount in Row 9                         6.7%

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.



<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)         Citizenship or Place of Organization      Delaware

           Number of              (5)  Sole Voting Power          0
           Shares
           Beneficially Owned     (6)  Shared Voting Power        1,220,610*
           by Each Reporting
           Person With:           (7)  Sole Dispositive Power     0

                                  (8)  Shared Dispositive Power:  1,220,610*

9)         Aggregate Amount Beneficially
           Owned by Each Reporting Person                         1,220,610*

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

11)        Percent of Class
           Represented By Amount in Row 9                         6.7%

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.



<PAGE>




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:    1,220,610*   1,220,610*    1,220,610*

(b)        Percent of Class              6.7%         6.7%          6.7%

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

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


<PAGE>



           (ii)   shared power to vote
                  or to direct vote      1,220,610*   1,220,610*    1,220,610*

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

           (iv)   shared power to
                  dispose or to direct 
                  disposition            1,220,610*   1,220,610*    1,220,610*

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

           Inapplicable.

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.



<PAGE>



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.


             March 28, 1997
             Date

/s/ Donald M. Lowry
             Signature

Donald M. Lowry
Senior Vice President, Secretary and General Counsel



<PAGE>



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.


             March 28, 1997
             Date




/s/ Barry L Hirsch
             Signature

Barry L. Hirsch
Senior Vice President, Secretary and General Counsel


<PAGE>

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.


             March 28, 1997
             Date




/s/ Donald M. Lowry
             Signature

Donald M. Lowry
Senior Vice President, Secretary and General Counsel

<PAGE>



                                    Exhibit I

Loews  Corporation  holds in excess of 84% of the equity of CNA Financial  Corp.
CNA Financial Corp. 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.



<PAGE>



                                    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
CNA FINANCIAL CORPORATION


/s/ Donald M. Lowry
             Signature

Donald M. Lowry
Senior Vice President, Secretary and General Counsel

LOEWS CORPORATION

/s/ Barry L Hirsch
             Signature

Barry L. Hirsch
                         Senior Vice President, Secretary and General Counsel