Exhibit 3.1
                          CERTIFICATE OF INCORPORATION

                                       OF

                            CNA FINANCIAL CORPORATION



FIRST.  The name of the Corporation is CNA FINANCIAL CORPORATION.

SECOND.  The address of its  registered  office in the State of Delaware is 1209
Orange Street, in the City of Wilmington,  County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.

THIRD.  The nature of the business purposes to be conducted or promoted is:

     1.  To engage in any lawful act or activity for which  corporations  may be
         organized under the General Corporation Law of Delaware.

     2.  To acquire, as a going concern or otherwise, and pay for in cash, stock
         or bonds of the Corporation or otherwise,  the whole or any part of the
         business,  goodwill, rights, or other assets and to undertake or assume
         the whole or any part of the  obligations or liabilities of any person,
         firm, trust, association or corporation.

     3.  To apply for,  obtain,  lease or otherwise to acquire and to hold, use,
         own and  introduce,  and to  sell,  assign  and  otherwise  deal in and
         dispose of, any trademarks,  trade names,  patents and applications for
         patents,  copyrights,  licenses,  improvements,  processes  and  secret
         formulae  used in connection  with, or secured under letters  patent of
         the United States or any foreign  country or otherwise,  and whether or
         not  in  any  way  relating  to any of  the  businesses  in  which  the
         Corporation  may  engage,  and to  use,  exercise,  develop  and  grant
         licenses  in  respect  of  or  otherwise  turn  to  account,  any  such
         trademarks, patents, licenses, processes or copyrights.

     4.  To acquire by purchase, subscription or otherwise, and to invest in, 
         receive,  hold, own,  guarantee,  sell,  assign,  exchange,  transfer,
         mortgage,  pledge or  otherwise  dispose of or deal in and with any of
         the shares of the capital stock,  or any voting trust  certificates in
         respect of the  shares of  capital  stock,  scrip,  warrants,  rights,
         bonds,  debentures,  notes,  trust  receipts,  and  other  securities,
         obligations,  choses  in  action  and  evidences  of  indebtedness  or
         interest issued or created by any corporations, joint stock companies,
         syndicates, associations, firms, trusts or persons, public or private,
         or  by  the  government  of  the  United  States,  or by  any  foreign
         government,  or by any state,  territory,  province,  municipality  or
         other political  subdivision or by any government agency; and to issue
         stocks,  bonds or other  obligations  of the  Corporation  in exchange
         therefor; and as owner thereof to possess and exercise all the rights,
         powers and  privileges  of  ownership,  including the right to execute
         consents  and vote  thereon,  and to do any and all  acts  and  things
         necessary or advisable for the preservation,  protection,  improvement
         and enhancement in value thereof.

     5.  To borrow or raise  moneys for any of the  purposes of the  Corporation
         and,  from time to time  without  limit as to  amount,  to draw,  make,
         accept,  endorse,  execute and issue promissory notes, drafts, bills of
         exchange,   warrants,   bonds,   debentures  and  other  negotiable  or
         non-negotiable instruments and evidences of indebtedness, and to secure
         the payment of any thereof and of the interest thereon by mortgage upon
         or pledge,  conveyance  or assignment in trust of the whole or any part
         of the  property  of the  Corporation,  whether  at the  time  owned or
         thereafter  acquired,  and to sell, pledge or otherwise dispose of such
         bonds  or  other  obligations  of the  Corporation  for  its  corporate
         purposes.

     6.  To  purchase,  hold,  sell and  transfer  the shares of its own capital
         stock; provided it shall not use its funds or property for the purchase
         of its own  shares of  capital  stock  when  such use  would  cause any
         impairment  of its capital and provided  further that shares of its own
         capital  stock   belonging  to  it  shall  not  be  voted  directly  or
         indirectly.

     7.  To aid by loan,  subsidy or  otherwise,  any  corporation,  joint stock
         company,  trust,  association  or enterprise any obligation of which or
         any interest in which is held by the  Corporation  or in the affairs or
         prosperity of which the  Corporation has a lawful  interest,  and to do
         all acts and things designed to protect,  preserve,  improve or enhance
         the value of such  obligations  or  interest;  to  guarantee  or become
         surety in respect to the contracts, dividends, stocks, bonds, notes and
         other obligations of such corporations,  joint stock companies, trusts,
         associations or enterprises,  and to secure the performance or payments
         of the same by mortgage of or lien upon any or all of the assets of the
         Corporation.
<PAGE>

     8.  To  cause  to  be  organized   under  the  laws  of  any   jurisdiction
         corporations,  joint stock  companies,  trusts or  associations  and to
         cause  the  same to be  dissolved,  wound  up,  liquidated,  merged  or
         consolidated; and to sell or lease to any such corporation, joint stock
         company, trust or association or to any other corporation,  joint stock
         company,  trust or  association,  the whole or any part of the property
         and assets of the Corporation, including its goodwill, and the right to
         assume  its name and to  receive  and  accept in  payment  or  exchange
         therefor,  stocks,  bonds,  securities  or  other  obligations  of  the
         transferee, or of other corporations,  joint stock companies, trusts or
         associations;  to  consolidate  by any  lawful  method  with any  other
         corporation,   joint  stock  company,   trust  or  association  of  any
         jurisdiction.

     9.  To act as agent or  representative,  broker or factor, for governments,
         corporations,  joint stock companies,  trusts,  associations,  firms or
         individuals; and to undertake and carry on the business of management.

     10. To  purchase,   receive,  take  by  grant,  gift,  devise,  bequest  or
         otherwise, lease, or otherwise acquire, own, hold, improve, employ, use
         and  otherwise  deal in and  with  real or  personal  property,  or any
         interest  therein,  wherever  situated,  and to  sell,  convey,  lease,
         exchange,  transfer or otherwise dispose of, or mortgage or pledge, all
         or  any of the  Corporation's  property  and  assets,  or any  interest
         therein, wherever situated.

In general, to possess and exercise all the powers and privileges granted by the
General  Corporation  Law of Delaware or by any other law of Delaware or by this
Certificate of Incorporation together with any powers incidental thereto, so far
as such powers and  privileges  are  necessary  or  convenient  to the  conduct,
promotion or attainment of the business or purposes of the Corporation.

The business and purposes  specified in the foregoing  paragraphs shall,  except
where otherwise  expressed,  be in no way limited or restricted by reference to,
or  inference  from,  the terms of any other  paragraph in this  Certificate  of
Incorporation,  but the business and purposes specified in each of the foregoing
paragraphs  of this  Article  shall be  regarded  as  independent  business  and
purposes.

FOURTH.  The total  number of shares of all  classes of capital  stock which the
Corporation  shall have  authority to issue is Two Hundred  Twelve  Million Five
Hundred  Thousand  (212,500,000)  shares of  Preferred  Stock  without par value
(Preferred Stock) and Two Hundred Million  (200,000,000)  shares of Common Stock
of the par value of $2.50 per share (Common  Stock).  The  designations,  voting
powers,  preferences  and  relative  participating,  optional  or other  special
rights, and qualifications,  limitations or restrictions of the above classes of
stock be as follows:

                                   DIVISION I

                                 Preferred Stock

1.   Shares of Preferred  Stock may be issued in one or more series at such time
     or times  and for such  consideration  or  considerations  as the  Board of
     Directors  may  determine.  All shares of any one series  shall be of equal
     rank and identical in all respects.

2.   The Board of Directors is expressly  authorized at any time,  and from time
     to time, to provide for the issuance of shares of Preferred Stock in one or
     more series, with such voting powers, full or limited but not to exceed one
     vote per  share,  or  without  voting  powers  and with such  designations,
     preferences and relative, participating,  optional or other special rights,
     and qualifications, limitations or restrictions thereof, as shall be stated
     and  expressed in the  resolution  or  resolutions  providing for the issue
     thereof  adopted  by the  Board of  Directors,  and as are not  stated  and
     expressed in this Certificate of Incorporation,  or any amendment  thereto,
     including  (but  without  limiting the  generality  of the  foregoing)  the
     following:
<PAGE>
     a)  The  distinctive  designation  and  number  of shares  comprising  such
         series,  which number may (except where otherwise provided by the Board
         of  Directors in creating  such series) be increased or decreased  (but
         not below the number of shares then  outstanding)  from time to time by
         action of the Board of Directors.

     b)  The  dividend  rate or  rates  on the  shares  of such  series  and the
         relation  which such dividends  shall bear to the dividends  payable on
         any other class or classes or of any other series of capital stock, the
         terms and  conditions  upon  which and the  period in  respect of which
         dividends  shall be  payable,  whether  and upon what  conditions  such
         dividends  shall be cumulative  and, if  cumulative,  the date or dates
         from which dividends shall accumulate.

     c)  Whether the shares of such series shall be redeemable,  the limitations
         and  restrictions  with respect to such  redemption,  the time or times
         when,  the price or prices at which and the manner in which such shares
         shall be redeemable,  including the manner of selecting  shares of such
         series for redemption if less than all shares are to be redeemed.

     d)  The  rights to which the  holders  of  shares of such  series  shall be
         entitled, and the preferences, if any, over any other series (or of any
         other  series over such  series),  upon the  voluntary  or  involuntary
         liquidation,  dissolution,  distribution of assets or winding-up of the
         Corporation,   which   rights  may  vary   depending  on  whether  such
         liquidation,  dissolution,  distribution  or winding-up is voluntary or
         involuntary, and, if voluntary, may vary at different dates.

     e)  Whether the shares of such series shall be subject to the  operation of
         a purchase,  retirement or sinking fund,  and, if so,  whether and upon
         what  conditions  such  purchases,  retirement or sinking fund shall be
         cumulative  or  noncumulative,  the  extent to which and the  manner in
         which such fund shall be applied to the purchase or  redemption  of the
         shares of such series for retirement or to other corporate purposes and
         the terms and provisions relative to the operation thereof.

     f)  Whether  the  shares  of  such  series  shall  be  convertible  into or
         exchangeable  for shares of any other  class or classes or of any other
         series of any class or  classes of  capital  stock of the  Corporation,
         and, if so convertible or exchangeable, the price or prices or the rate
         or rates of conversion or exchange and the method, if any, of adjusting
         the same,  and any other terms and  conditions  of such  conversion  or
         exchange.

     g)  The voting powers,  full and/or limited,  if any, of the shares of such
         series; and whether and under what conditions the shares of such series
         (alone or together  with the shares of one or more other series  having
         similar  provisions)  shall be entitled to vote  separately as a single
         class,  for the  election of one or more  additional  directors  of the
         Corporation in case of dividend  arrearages or other specified  events,
         or upon other matters.

     h)  Whether the issuance of any additional shares of such series, or of any
         shares of any other  series,  shall be  subject to  restrictions  as to
         issuance, or as to the powers,  preferences or rights of any such other
         series.

     i)  Any  other   preferences,   privileges   and  powers,   and   relative,
         participating,  optional or other special rights,  and  qualifications,
         limitations or restrictions  of such series,  as the Board of Directors
         may deem advisable and as shall not be inconsistent with the provisions
         of this Certificate of Incorporation.


3.   No  dividends  shall be paid or  declared  or set apart for  payment on any
     particular  series of  Preferred  Stock in  respect  of any  period  unless
     accumulated dividends shall be or shall have been paid, or declared and set
     apart for payment,  pro rata on all shares of  Preferred  Stock at the time
     outstanding  of each other series which ranks equally as to dividends  with
     such particular  series,  so that the amount of dividends  declared on such
     particular  series shall bear the same ratio to the amount declared on each
     such other series as the dividend rate of such particular series shall bear
     to the dividend rate of such other series.
<PAGE>

4.   Unless and except to the extent  otherwise  required  by law or provided in
     the resolution or resolutions of the Board of Directors creating any series
     of  Preferred  Stock  pursuant  to this  Division  I,  the  holders  of the
     Preferred  Stock  shall  have no voting  power  with  respect to any matter
     whatsoever.  In no event shall the Preferred Stock be entitled to more than
     one vote in  respect  of each  share of stock.  Subject  to the  protective
     conditions or restrictions of any outstanding series of Preferred Stock any
     amendment to this  Certificate  of  Incorporation  which shall  increase or
     decrease  the  authorized  capital  stock of any  class or  classes  may be
     adopted  by the  affirmative  vote  of the  holders  of a  majority  of the
     outstanding shares of the voting stock of the Corporation.

5.   Shares  of  Preferred  Stock  redeemed,  converted,  exchanged,  purchased,
     retired or  surrendered to the  Corporation,  or which have been issued and
     reacquired  in any  manner,  shall,  upon  compliance  with any  applicable
     provisions of The General  Corporation  Law of the State of Delaware,  have
     the statutus of authorized and unissued  shares of Preferred  Stock and may
     be reissued by the Board of  Directors  as part of the series of which they
     were originally a part or may be reclassified  into and reissued as part of
     a new  series  or as a  part  of  any  other  series,  all  subject  to the
     protective   conditions  or  restrictions  of  any  outstanding  series  of
     Preferred Stock.
<PAGE>
                                   DIVISION II

                                  Common Stock


1.   Dividends.  Subject of the preferential dividend rights, if any, applicable
     to shares of the Preferred Stock and subject to applicable requirements, if
     any, with respect to the setting aside of sums for purchase,  retirement or
     sinking  funds for the  Preferred  Stock,  the holders of the Common  Stock
     shall  be  entitled  to  receive,  to the  extent  permitted  by law,  such
     dividends as may be declared from time to time by the Board of Directors.

2.   Liquidation.  In the event of the  voluntary  or  involuntary  liquidation,
     dissolution, distribution of assets or winding-up of the Corporation, after
     distribution in full of the preferential amounts, if any, to be distributed
     to the  holders  of shares of the  Preferred  Stock,  holders of the Common
     Stock  shall  be  entitled  to  receive  all the  remaining  assets  of the
     Corporation of whatever kind  available for  distribution  to  stockholders
     ratably in  proportion to the number of shares of Common Stock held by them
     respectively.

3.   Voting  Rights.  Except  as  may be  otherwise  required  by  law  or  this
     Certificate  of  Incorporation,  each holder of the Common Stock shall have
     one vote in  respect  of each  share of stock  held by him of record on the
     books of the Corporation on all matters voted upon by the stockholders.


                                  DIVISION III

                                Other Provisions


1.    No holder of stock of any class of the Corporation shall be entitled as a
     matter of right to purchase or subscribe for any part of any unissued stock
     of any class,  or of any additional  stock of any class of capital stock of
     the Corporation, or of any bonds, certificates of indebtedness, debentures,
     or other  securities  convertible  into  stock of the  Corporation,  now or
     hereafter  authorized,  but any such stock or other securities  convertible
     into stock may be issued and  disposed  of pursuant  to  resolution  by the
     Board of Directors to such persons, firms, corporations or associations and
     upon such terms and for such  consideration (not less than the par value or
     stated  value  thereof) as the Board of  Directors  in the  exercise of its
     discretion  may determine and as may be permitted by law without  action by
     the  stockholders.  The Board of Directors may provide for payment therefor
     to be received by the  Corporation in cash,  property or services.  Any and
     all shares of stock so issued for which the consideration so fixed has been
     paid or delivered, shall be deemed fully paid and not liable to any further
     call or assessment.


FIFTH.  The name and mailing address of each incorporator is as follows:

              Name                                        Mailing Address

         B. J. Consono                               100 West Tenth Street
                                                     Wilmington, Delaware

         F.J. Obara, Jr.                             100 West Tenth Street
                                                     Wilmington, Delaware

         B.A. McClain                                100 West Tenth Street
                                                     Wilmington, Delaware


SIXTH.  The Corporation is to have perpetual existence.

SEVENTH.  The private property of the stockholders shall not be subject to the 
payment of corporate debts to any extent whatsoever.

<PAGE>

EIGHTH. In furtherance and not in limitation of the powers conferred by statute,
the Board of  Directors  is  expressly  authorized,  subject  to the  protective
conditions or restrictions of any outstanding series of Preferred Stock fixed by
the Board of Directors  pursuant to the  authority  conferred  upon the Board of
Directors by Article Fourth of this Certificate of Incorporation and Section 151
of Title 8 of the Delaware Code:

     1.  To make, alter or repeal the By-Laws of the Corporation.

     2.  To authorize and cause to be executed  mortgages and liens upon the 
         real and personal property of the Corporation.

     3.  To set apart out of any of the funds of the  Corporation  available for
         dividends a reserve or reserves  for any proper  purpose and to abolish
         any such reserve in the manner in which it was created.

     4.  By a majority of the whole Board, to designate one or more committees,
         each  committee  to  consist  of two or more of the  Directors  of the
         Corporation.  The  Board  may  designate  one  or  more  Directors  as
         alternate  members of any  committee,  who may  replace  any absent or
         disqualified  member  at  any  meeting  of  the  committee.  Any  such
         committee,  to the extent provided in the resolution or in the By-Laws
         of the  Corporation,  shall  have and may  exercise  the powers of the
         Board of  Directors in the  management  of the business and affairs of
         the  Corporation,  and may authorize the seal of the Corporation to be
         affixed to all papers  which may require it;  provided,  however,  the
         By-Laws may provide  that in the  absence or  disqualification  of any
         member of such committee or committees,  the member or members thereof
         present at any meeting and not  disqualified  from voting,  whether or
         not he or they constitute a quorum,  may  unanimously  appoint another
         member of the Board of Directors to act at the meeting in the place of
         any such absent or disqualified  member.  

     5.  When and as authorized by the affirmative  vote of the holders of a 
         majority of the stock issued and outstanding having voting power given
         at a stockholders' meeting duly called upon such notice as is required
         by statute,  or when  authorized by the written consent of the holders
         of a majority of the voting  stock  issued and  outstanding,  to sell,
         lease or exchange all or substantially  all of the property and assets
         of  the   Corporation,   including  its  goodwill  and  its  corporate
         franchises, upon such terms and conditions and for such consideration,
         which may consist in whole or in part of money or  property  including
         shares of stock in, and/or other securities of, any other  corporation
         or  corporations,  as its Board of Directors  shall deem expedient and
         for the best interests of the Corporation.

NINTH. Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this  Corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  State  of  Delaware  may on  the  application  in a  summary  way  of  this
Corporation or of any creditor or stockholder  thereof or on the  application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the  creditors or class of  creditors,  and/or of the  stockholders  or class of
stockholders  of this  Corporation,  as the case may be, to be  summoned in such
manner  as  the  said  court  directs.  If a  majority  in  number  representing
three-fourths  in value of the  creditors or class of  creditors,  and/or of the
stockholders or class of stockholders of this  Corporation,  as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
Corporation  as  consequence  of  such  compromise  or  arrangement,   the  said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or  class  of  creditors,  and/or  on all the  stockholders  or class
stockholders,  of  this  Corporation  as the  case  may  be,  and  also  on this
Corporation.

TENTH. Meetings of stockholders and of the Board of Directors may be held within
or without the State of Delaware,  as the By-Laws may provide.  The books of the
Corporation  may be kept  (subject to any  provision  contained in the statutes)
outside the State of Delaware at such place or places as may be designated  from
time to time by the Board of  Directors  or in the  By-Laws of the  Corporation.
Elections of Directors  need not be by written  ballot unless the By-Laws of the
Corporation shall so provide.

ELEVENTH.  The Corporation  reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation,  in the manner now
or hereafter  prescribed by statute,  and all rights conferred upon stockholders
herein are granted subject to this reservation.

<PAGE>

TWELFTH.  1. No contract or transaction  between the Corporation and one or more
of its  Directors  or  officers,  or  between  the  Corporation  and  any  other
corporation,  partnership,  association,  or other  organization in which one or
more of its Directors or officers are directors or officers, or have a financial
interest,  shall be void or voidable  solely for this reason,  or solely because
the  Director  or officer is present at or  participates  in the  meeting of the
Board or committee  thereof which  authorizes  the contract or  transaction,  or
solely because his or their votes are counted for such purpose, if:

     a)  The  material  facts  as to his  interest  and as to  the  contract  or
         transaction are disclosed or are known to the Board of Directors or the
         committee,  and the Board or  committee  in good faith  authorizes  the
         contract or transaction by a vote  sufficient for such purpose  without
         counting the vote of the interested Director or Directors; or

     b)  The  material  facts  as to his  interest  and as to  the  contract  or
         transaction are disclosed or are known to the stockholders  entitled to
         vote thereon, and the contract or transaction is specifically  approved
         in good faith by vote of the stockholders; or

     c)  The contract or  transaction  is fair as to the  Corporation  as of the
         time it is authorized, approved or ratified, by the Board of Directors,
         a committee thereof, or the stockholders.

Common or interested  Directors may be counted in determining  the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

THIRTEENTH.  1. No director shall be personally liable to the Corporation or its
stockholders  for  monetary  damages  for any breach of  fiduciary  duty by such
director  as a  director,  except (1) for any breach of the  director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware  General  Corporation Law, or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

2.   Any repeal or  modification of this Article  THIRTEENTH  shall not increase
     the personal  liability of any  director for any act or  occurrence  taking
     place prior to such repeal or modification,  or otherwise  adversely affect
     any right or benefit of a director  existing  at the time of such repeal or
     modification.

3.   The provisions of this Article  THIRTEENTH  shall not be deemed to limit or
     preclude indemnification of a director by the Corporation for any liability
     which has not been limited by the provisions of this Article THIRTEENTH.

FOURTEENTH.  Any corporate  action upon which a vote of stockholders is required
or permitted may be taken with the written  consent of  stockholders  having not
less than a majority  of all of the stock  entitled to vote upon the action if a
meeting  were held;  provided,  that in no case shall the written  consent be by
holders  having less than the minimum  percentage  of the total vote required by
statute or the protective  conditions or restrictions of any outstanding  series
of  Preferred  Stock fixed by the Board of Directors  pursuant to the  authority
conferred upon the Board of Directors by Article  Fourth of this  Certificate of
Incorporation  and Section 151 of Title 8 of the Delaware  Code for the proposed
corporate action and provided that prompt notice be given to all stockholders of
the Corporation of the taking of corporate  action without a meeting and by less
than unanimous written consent.