FILED BY:
COMPANY DATA:
CONFORMED NAME: CNA FINANCIAL CORP
CIK: 0000021175
ASSIGNED SIC: 6331
IRS NUMBER: 366169860
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET1: CNA PLZ
STREET2: 23S
CITY: CHICAGO
STATE: IL
ZIP: 60685
PHONE: 3128225000
MAIL ADDRESS:
STREET1: CNA PLAZA
STREET2: 23S
CITY: CHICAGO
STATE: IL
ZIP: 60685


TYPE:  SC 13G
 SEQUENCE:  1
 DESCRIPTION:  SC 13G


                       Securities and Exchange Commission

                              Washington, DC 20549

                  Under the Securities and Exchange Act of 1934
                                  Schedule 13G
                                  Amendment No. *

                       U.S.I. Holdings Corporation
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities )

                                    90333H101
                                 (CUSIP NUMBER)


                                  December 31, 2002
        (Date of Event Requires Filing of This Statement)

Check appropriate box to designate the rule pursuant to which this
schedule is filed:
          [X] Rule 13d-1(b)
          [  ] Rule 13d-1(c)
          [  ] Rule 13d-1(d)


* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any
subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.

The information required in 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).





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           3,740,278
           by Each Reporting
           Person With:          (7)  Sole Dispositive Power    0

                                 (8)  Shared Dispositive Power: 3,740,278

9)         Aggregate Amount Beneficially
           Owned by Each Reporting Person                       3,740,278

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

11)        Percent of Class
           Represented By Amount in Row 9                       8.4%

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 company is made solely as a consequence of SEC interpretations regarding
control of the  subsidiary.  CNA  Financial  Corporation  and Loews  Corporation
specifically disclaim beneficial 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       3,740,278
           by Each Reporting
           Person With:          (7)  Sole Dispositive Power    0

                                 (8)  Shared Dispositive Power: 3,740,278

9)         Aggregate Amount Beneficially
           Owned by Each Reporting Person                       3,740,278

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

11)        Percent of Class
           Represented By Amount in Row 9                       8.4%

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 company is made solely as a consequence of SEC interpretations regarding
control of the  subsidiary.  CNA  Financial  Corporation  and Loews  Corporation
specifically disclaim beneficial 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      Illinois

           Number of             (5)  Sole Voting               0
           Shares
           Beneficially Owned    (6)  Shared Voting             3,740,278
           by Each Reporting
           Person With:          (7)  Sole Dispositive Power    0

                                 (8)  Shared Dispositive Power: 3,740,278

9)         Aggregate Amount Beneficially
           Owned by Each Reporting Person                       3,740,278

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

11)        Percent of Class
           Represented By Amount in Row 9                       8.4%

12)        Type of Reporting
           Person (See Instructions)                            IC

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 company is made solely as a consequence of SEC interpretations regarding
control of the  subsidiary.  CNA  Financial  Corporation  and Loews  Corporation
specifically disclaim beneficial ownership of the securities identified herein.






Item 1(a)  Name of Issuer.          U.S.I. Holdings Corporation

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

                        U.S.I. Holdings Corporation
                        50 California Street
                        San Francisco, CA  94111

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

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.                    90333H101

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.) or an Insurance Company (IC).

Item 4.    Ownership.

Under llinois 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 company is made solely as a consequence of SEC interpretations regarding
control.)

                                     		Continental    CNA          Loews
                                     		Casualty       Financial    Corporation
                                     		Company        Corp.

(a)   Amount Beneficially Owned:	3,740,278    3,740,278    3,740,278

(b)   Percent of Class               	8.4%           	8.4%         	8.4%






Item 4.

                                     Continental    CNA          Loews
                                     Casualty       Financial    Corporation
                                     Company        Corp.


(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           3,740,278  3,740,278  3,740,278

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

     (iv)  shared power to dispose or
           to direct disposition        3,740,278   3,740,278   3,740,278


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.





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 11, 2003
             Date

/s/ Jonathan D. Kantor
             Signature

Jonathan D. Kantor
Executive 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 11,  2003
             Date




/s/     Gary W. Garson
             Signature

Gary W. Garson
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 11, 2003
             Date

/s/ Jonathan D. Kantor
             Signature

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









                                    Exhibit 1

Loews  Corporation  holds approximately 90.0% of the  equity  of CNA  Financial
Corporation.

CNA Financial Corporation owns 100.0% 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
Executive Vice President, General Counsel and Secretary


CNA FINANCIAL CORPORATION

/s/ Jonathan D. Kantor
             Signature

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


LOEWS CORPORATION

/s/ Gary W. Garson
             Signature

Gary W. Garson
Senior Vice President, Secretary and General Counsel