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):  December 3, 1998


                            CNA Financial Corporation


--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





     Delaware                        1-5823                   36-6169860 
----------------------------     -------------            -------------------
(State of other jurisdiction     (Commission               (I.R.S. 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


                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>




Item 5.   Other Events.


On December 3, 1998,  CNA  Financial  Corporation  (the  "Company")  announced a
senior management  succession plan under which Dennis H. Chookaszian will become
Chairman of the Executive Committee of the Company's Board of Directors and that
effective  March 31, 1999,  Bernard L.  Hengesbaugh,  currently  Executive  Vice
President and Chief Operating  Officer of the Company's  insurance  subsidiaries
("CNA"), will succeed Mr. Chookaszian as Chairman and Chief Executive Officer of
CNA. The press release dated December 3, 1998 attached hereto as Exhibit 99.1 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.


Dated:   December 3, 1998               CNA FINANCIAL CORPORATION





                                   By:  S/JONATHAN D. KANTOR
                                        --------------------------------------
                                        Jonathan D. Kantor
                                        Senior Vice President, General Counsel
                                        and Secretary


<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                                      Description
-------                                    -------------------------------------

99.1                                        Press Release dated December 3, 1998


<PAGE>
                                                            Exhibit 99.1
CNA
CNA Plaza
Chicago, IL  60685
MEDIA:
Clark Walter
312-822-1454
ANALYSTS:
Deborah Kamp
312-822-7752

CNA
FOR ALL THE COMMITMENTS YOU MAKE R





--------------------------------------------------------------------------------
NEWS

                                                          FOR IMMEDIATE RELEASE


                 CNA ANNOUNCES SENIOR MANAGEMENT SUCCESSION PLAN
                 -----------------------------------------------

Bernard  Hengesbaugh  to Succeed  Dennis  Chookaszian as Chairman and CEO of CNA
March 31, 1999

CHICAGO, December 3, 1998 -- Dennis H. Chookaszian, chairman and chief executive
officer of CNA (NYSE: CNA), announced today a senior management  succession plan
under  which he will  become  chairman  of the  Executive  Committee  of the CNA
Financial  Corporation Board of Directors on March 31, 1999, and that Bernard L.
Hengesbaugh,  CNA executive vice  president and chief  operating  officer,  will
succeed him as chairman  and CEO. 

In making the announcement, Mr. Chookaszian said, "For the past 23 years, I have
devoted 100 percent of my energies towards helping to build CNA into the premier
multiline  insurance  company it is today. I am very proud of the record we have
achieved and have great confidence in the organization's future.

"This  has  been  one  of  the  greatest  experiences  of  my  life,"  said  Mr.
Chookaszian.  "I look forward to seeing the company  become even stronger in the
future. "

Fortunately,  CNA has a deep bench from which to choose.  And, I can think of no
one  more  qualified  to  lead  CNA  into  the  next   millennium   than  Bernie
Hengesbaugh," said Mr. Chookaszian.

Mr. Chookaszian said, "I plan to work with Bernie to ensure a smooth and orderly
transition.  But, in my opinion,  he is already prepared to both lead and handle
all the challenges and opportunities that lie ahead for the organization.

"Bernie and I have been close  colleagues  for 28 years.  Earlier  this year,  I
appointed him to head all of CNA's insurance  operations.  I have been impressed
with his judgment and management  skills. He is the right person for the job and
I have full confidence that he will successfully lead CNA into the future."

Mr. Hengesbaugh said, "CNA is one of the truly great insurance  companies in the
United  States.  I look  forward to working in close  collaboration  with all my
talented  colleagues at CNA towards winning in the marketplace and achieving our
full business potential."

Edward J. Noha, chairman of the Board of Directors of CNA Financial Corporation,
said of Mr. Hengesbaugh that, "We are very pleased about Bernie's appointment as
chief executive officer. He
                                     -more-
<PAGE>

                                       -2-
knows CNA extremely  well. He has impressed  this  organization,  as well as the
agents and brokers who  represent us in the  marketplace,  with his  leadership,
industry  knowledge  and  organizational  capabilities.  We all look  forward to
working with him in his new role." 

Mr. Noha  concluded by saying that,  "The Board joins me in  recognizing  Dennis
Chookaszian for his years of hard work, dedication and the many contributions he
has made to the organization.  He is a talented and energetic executive. We look
forward to his continued counsel."

Mr.Hengesbaugh  has been with CNA for 18 years.  As executive vice president and
chief  operating  officer,  he has been  directly  responsible  for CNA's  eight
operating  departments:   Reinsurance,  Commercial,  Risk  Management,  Personal
Insurance,  Life,  Group,  Specialty and Global  Operations.  Prior to that, Mr.
Hengesbaugh  served as President and Chief Operating Officer for CNA's Specialty
Operations  Department.  Mr. Hengesbaugh joined CNA in 1980 as vice president of
the corporate  accounting  division in the Financial Services  Department.  From
1984 to 1990, Mr.  Hengesbaugh served as vice president and Controller for CNA's
Field Operations Department.

During  that time,  his field  responsibilities  were  expanded  to include  the
individual  life and personal lines  processing  centers and  individual  health
operations.  Prior to joining CNA, Mr. Hengesbaugh was a partner with Deloitte &
Touche (formerly Touche Ross & Co.).

Mr. Hengesbaugh is a Certified Public Accountant and is a member of the American
Institute of Certified Public Accountants.  He is Chairman of the Board of Joint
Commission  Resources,  Inc.;  a member of the Board of  Directors  of the Joint
Commission on  Accreditation  of Healthcare  Organizations;  and a member of the
Board  of the  Foundation  for  Health  Enhancement.  Mr.  Hengesbaugh  earned a
Master's  degree  in  Business  Administration  from  Indiana  University  and a
Bachelor of Science degree from St. Joseph's College.

Headquartered in Chicago, CNA is among the top 10 U.S. insurance groups based on
1997 revenues of approximately $17 billion.  CNA is a leading multiline insurer,
serving  individuals and businesses with a broad range of insurance products and
insurance-related services.

CNA products and services are marketed through multiple  distribution  channels,
including  independent agents,  brokers,  general agents and direct sales. Since
1897,  CNA has  built on a  foundation  of  financial  strength,  stability  and
commitment to customers and business  partners.  CNA is the  registered  service
mark and trade name of CNA Financial Corporation.

                                      # # #