================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                        -----------------------------------



                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)           February 4, 1998


                     -------------------------------------



                            CNA FINANCIAL CORPORATION


               (Exact Name of Registrant as Specified in Charter)

     DELAWARE                      1-5823                       36-6169860
(State or Other Jurisdiction       Commission                  (IRS Employer
of Incorporation)                  (File Number)             Identification No.)

     CNA PLAZA CHICAGO, ILLINOIS                                   60685
(Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including area code             (312) 822-5000

          (Former Name or Former Address, if Changed Since Last Report)



================================================================================

















<PAGE>


Item 5. OTHER EVENTS


Exhibit No.                         Description
-----------                         -----------

Exhibit  99.01    On February 4, 1998,  CNA  Financial  Corporation (CNA) issued
                  a press release,  announcing  that Bernard  Hengesbaugh  has
                  been appointed to the newly created position of executive vice
                  president and chief operating  officer of CNA's insurance and
                  insurance-related operations. Hengesbaugh will have
                  responsibility for overall operating performance of the
                  Company's eight operating departments and 30 strategic
                  business units. Replacing Hengesbaugh as president and chief
                  operating officer of CNA's Specialty Operations Department is
                  Thomas Taylor.  Peter Wilson has been named to replace Taylor
                  as president and chief operating officer of CNA Financial
                  Insurance.  A copy of the press release is attached hereto as
                  Exhibit 99.01 and is incorporated herein by reference.















































<PAGE>




                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                            CNA FINANCIAL CORPORATION





Date:   February 6, 1998                          By:  W. JAMES MACGINNITIE
        ----------------                               --------------------
                                                       W. James MacGinnitie
                                                       Senior Vice President and
                                                       Chief Financial Officer