As filed with the Securities and Exchange Commission on August 4, 1999


                                                    Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549




                                    FORM S-8


                             REGISTRATION STATEMENT


                                      Under


                           the Securities Act of 1933


                            CNA Financial Corporation

             (Exact Name of Registrant as Specified in its Charter)



                Delaware                                  36-6169860
      (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
    of Incorporation or Organization)


                CNA Plaza
            Chicago, Illinois                                60685
(Address of Principal Executive Offices)                  (Zip Code)


             CNA Financial Corporation 2000 Long-Term Incentive Plan

                            (Full Title of the Plan)


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


                            CNA Financial Corporation
                                    CNA Plaza
                             Chicago, Illinois 60685
                     (Name and Address of Agent For Service)


                                 (312) 822-2000
          (Telephone Number, Including Area Code, of Agent For Service)

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
|--------------------------|-------------|-----------------|------------------|------------------|
|                          |             |Proposed Maximum | Proposed Maximum |                  |
|                          |             | Offering Price  |Aggregate Offering|                  |
|                          |             |  Per Share**    |      Price**     |                  |
|                          |             |                 |                  |                  |
| Title of Securities to be|Amount to be |                 |                  |    Amount of     |
|         Registered       |Registered*  |                 |                  | Registration Fee |
|--------------------------|-------------|-----------------|------------------|------------------|
|--------------------------|-------------|-----------------|------------------|------------------|
|                          |             |                 |                  |                  |
<S>                         <C>            <C>               <C>                 <C>
|Common Stock, par value   |             |                 |                  |                  |
|$2.50 per share ........  |             |                 |                  |                  |
|                          |             |                 |                  |                  |
|                          | 2,000,000   |  $35.8125       |  $71,625,000     |  $19,911.75      |
|                          |             |                 |                  |                  |
|--------------------------|-------------|-----------------|------------------|------------------|
</TABLE>

* Pursuant to Rule 416, this  registration  statement shall cover any additional
securities to be offered or issued resulting from stock splits,  stock dividends
or any similar such transaction.


** Pursuant to Rule 457(h)(1), computed on the basis of the basis of the average
of the high and low prices per share of the Common Stock on August 3, 1999.
<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN

                           THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.


        The  following  documents,  which  have  heretofore  been  filed  by CNA
Financial  Corporation,  a  Delaware  corporation  (the  "Company"),   with  the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  File No.  0-27754,  are
incorporated by reference herein and shall be deemed to be a part hereof:



        (a)   Annual Report on Form 10-K for the Year ended December 31, 1998;


        (b)   Quarterly  Report on Form 10-Q for the Quarter  ended
              March 31, 1999,

        (c)   Current Report on Form 8-K dated June 10, 1999; and


        (d)   The description of Common Stock included in the Company's
              Registration  Statement  on Form S-3 (File No.  33-35250)
              filed with the Commission on June 6, 1990.


        All  documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  herein by reference  and shall be deemed a part hereof from
the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.


        Not applicable.


                                       3
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.


        Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.


        Section  145(a) of the Delaware  General  Corporation  Law ((the "DGCL")
provides in relevant part that "a corporation  shall have power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact  that the  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by the person in connection with
such  action,  suit or  proceeding  if the  person  acted in good faith and in a
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his conduct was unlawful."

        With respect to derivative actions,  Section 145(b) of the DGCL provides
in relevant part that "[a] corporation  shall have power to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  to
procure a judgment in its favor . . . [by reason of the person's  service in one
of  the  capacities  specified  in  the  preceding  sentence]  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good  faith  and in a manner  the  person  reasonably  believed  to be in or not
opposed  to  the  best  interests  of  the   corporation   and  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper."


        Article  X of the  Company's  By-Laws  contains  provisions  similar  to
Section 145 of the DGCL. See also the undertakings set out in response to Item 9
herein.

                                       4
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.


        Not applicable.



ITEM 8.  EXHIBITS.

        See Index to Exhibits which is incorporated herein by reference.


ITEM 9.  UNDERTAKINGS.

        The undersigned registrant hereby undertakes:


        1.                 To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           registration statement:

         (i)               To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

         (ii)              To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration statement;

         (iii)             To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the registration  statement or any material change to
                           such information in the registration statement;


                                       5

<PAGE>

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the  registration  statement  is on  Form  S-3 or  Form  S-8,  and  the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 that are  incorporated  by  reference  in the  registration
         statement.


        2.                 That,  for the purpose of  determining  any liability
                           under  the   Securities   Act  of  1933,   each  such
                           post-effective  amendment shall be deemed to be a new
                           registration  statement  relating  to the  securities
                           offered therein,  and the offering of such securities
                           at that time shall be deemed to be the  initial  bona
                           fide offering thereof.


        3.                 To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.


        The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.



        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       6
<PAGE>

                                   SIGNATURES





        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Registrant  certifies hat it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Chicago, Illinois, on August 4, 1999.





                             CNA FINANCIAL CORPORATION



                             By /s/ Jonathan D. Kantor
                                -----------------------
                                Jonathan D. Kantor


                                Senior Vice President, Secretary and
                                General Counsel








             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on August 4, 1999.




                                                         Title
                                                         -----


                  __________*__________            Chief Executive Officer and
                    Laurence A. Tisch              Director


                  __________*__________            Senior Vice President and
                  W. James MacGinnitie             Chief Financial Officer
                                                  (Principal Financial and
                                                   Accounting Officer)


                                       7
<PAGE>

                  __________*__________                Director
                  Antoinette Cook Bush

                  __________*__________                Director
                  Dennis H. Chookaszian


                    __________*__________              Director
                     Philip L. Engel


                    __________*__________              Director
                     Robert P. Gwinn


                 __________*__________                 Director
                 Bernard L. Hengesbaugh


                  __________*__________                Director
                     Walter F. Mondale

                  __________*__________                Director
                     Edward J. Noha


                 __________*__________                 Director
                    Joseph Rosenberg


                 __________*__________                 Director
                     James S. Tisch


                 __________*__________                 Director
                  Preston Robert Tisch

                                       8
<PAGE>

                 __________*__________                 Director
                      Marvin Zonis




*By: /s/   Jonathan D. Kantor
     -------------------------

                     Attorney-in-Fact



                                       9
<PAGE>

EXHIBIT INDEX

Exhibit                                                                   Page
Number     Description of Exhibit                                        Number


4.1        CNA Financial Corporation 2000 Long-Term Incentive Plan.......

5.1        Opinion of Mayer, Brown & Platt ..............................

23.1       Consent of Mayer, Brown & Platt (included in Exhibit 5.1).....

23.2       Consent of Deloitte & Touche LLP..............................

24.1       Powers of Attorney............................................
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16468}]
{"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": "S-8", "act": "33", "file-number": "333-84447", "film-number": "99677485"}, "business-address": {"street1": "CNA PLZ", "city": "CHICAGO", "state": "IL", "zip": "60685", "phone": "3128225000"}, "mail-address": {"street1": "CNA PLAZA", "city": "CHICAGO", "state": "IL", "zip": "60685"}}
As filed with the Securities and Exchange Commission on August 4, 1999

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           the Securities Act of 1933

                            CNA Financial Corporation

             (Exact Name of Registrant as Specified in its Charter)

                Delaware                                  36-6169860
      (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
    of Incorporation or Organization)

                CNA Plaza
            Chicago, Illinois                                60685
(Address of Principal Executive Offices)                  (Zip Code)

             CNA Financial Corporation 2000 Long-Term Incentive Plan

                            (Full Title of the Plan)

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

                            CNA Financial Corporation
                                    CNA Plaza
                             Chicago, Illinois 60685
                     (Name and Address of Agent For Service)

                                 (312) 822-2000
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
|--------------------------|-------------|-----------------|------------------|------------------|
|                          |             |Proposed Maximum | Proposed Maximum |                  |
|                          |             | Offering Price  |Aggregate Offering|                  |
|                          |             |  Per Share**    |      Price**     |                  |
|                          |             |                 |                  |                  |
| Title of Securities to be|Amount to be |                 |                  |    Amount of     |
|         Registered       |Registered*  |                 |                  | Registration Fee |
|--------------------------|-------------|-----------------|------------------|------------------|
|--------------------------|-------------|-----------------|------------------|------------------|
|                          |             |                 |                  |                  |
|Common Stock, par value   |             |                 |                  |                  |
|$2.50 per share ........  |             |                 |                  |                  |
|                          |             |                 |                  |                  |
|                          | 2,000,000   |  $35.8125       |  $71,625,000     |  $19,911.75      |
|                          |             |                 |                  |                  |
|--------------------------|-------------|-----------------|------------------|------------------|
* Pursuant to Rule 416, this  registration  statement shall cover any additional
securities to be offered or issued resulting from stock splits,  stock dividends
or any similar such transaction.

** Pursuant to Rule 457(h)(1), computed on the basis of the basis of the average
of the high and low prices per share of the Common Stock on August 3, 1999.
PART II

                             INFORMATION REQUIRED IN

                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The  following  documents,  which  have  heretofore  been  filed  by CNA
Financial  Corporation,  a  Delaware  corporation  (the  "Company"),   with  the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  File No.  0-27754,  are
incorporated by reference herein and shall be deemed to be a part hereof:

        (a)   Annual Report on Form 10-K for the Year ended December 31, 1998;

        (b)   Quarterly  Report on Form 10-Q for the Quarter  ended
              March 31, 1999,

        (c)   Current Report on Form 8-K dated June 10, 1999; and

        (d)   The description of Common Stock included in the Company's
              Registration  Statement  on Form S-3 (File No.  33-35250)
              filed with the Commission on June 6, 1990.

        All  documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  herein by reference  and shall be deemed a part hereof from
the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

                                       3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section  145(a) of the Delaware  General  Corporation  Law ((the "DGCL")
provides in relevant part that "a corporation  shall have power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact  that the  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by the person in connection with
such  action,  suit or  proceeding  if the  person  acted in good faith and in a
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his conduct was unlawful."

        With respect to derivative actions,  Section 145(b) of the DGCL provides
in relevant part that "[a] corporation  shall have power to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  to
procure a judgment in its favor . . . [by reason of the person's  service in one
of  the  capacities  specified  in  the  preceding  sentence]  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good  faith  and in a manner  the  person  reasonably  believed  to be in or not
opposed  to  the  best  interests  of  the   corporation   and  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper."

        Article  X of the  Company's  By-Laws  contains  provisions  similar  to
Section 145 of the DGCL. See also the undertakings set out in response to Item 9
herein.

                                       4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

        See Index to Exhibits which is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

        1.                 To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           registration statement:

         (i)               To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

         (ii)              To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration statement;

         (iii)             To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the registration  statement or any material change to
                           such information in the registration statement;

                                       5
provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the  registration  statement  is on  Form  S-3 or  Form  S-8,  and  the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 that are  incorporated  by  reference  in the  registration
         statement.

        2.                 That,  for the purpose of  determining  any liability
                           under  the   Securities   Act  of  1933,   each  such
                           post-effective  amendment shall be deemed to be a new
                           registration  statement  relating  to the  securities
                           offered therein,  and the offering of such securities
                           at that time shall be deemed to be the  initial  bona
                           fide offering thereof.

        3.                 To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

        The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       6
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Registrant  certifies hat it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Chicago, Illinois, on August 4, 1999.

                             CNA FINANCIAL CORPORATION

                             By /s/ Jonathan D. Kantor
                                -----------------------
                                Jonathan D. Kantor

                                Senior Vice President, Secretary and
                                General Counsel

             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on August 4, 1999.

                                                         Title
                                                         -----

                  __________*__________            Chief Executive Officer and
                    Laurence A. Tisch              Director

                  __________*__________            Senior Vice President and
                  W. James MacGinnitie             Chief Financial Officer
                                                  (Principal Financial and
                                                   Accounting Officer)

                                       7
__________*__________                Director
                  Antoinette Cook Bush

                  __________*__________                Director
                  Dennis H. Chookaszian

                    __________*__________              Director
                     Philip L. Engel

                    __________*__________              Director
                     Robert P. Gwinn

                 __________*__________                 Director
                 Bernard L. Hengesbaugh

                  __________*__________                Director
                     Walter F. Mondale

                  __________*__________                Director
                     Edward J. Noha

                 __________*__________                 Director
                    Joseph Rosenberg

                 __________*__________                 Director
                     James S. Tisch

                 __________*__________                 Director
                  Preston Robert Tisch

                                       8
__________*__________                 Director
                      Marvin Zonis

*By: /s/   Jonathan D. Kantor
     -------------------------

                     Attorney-in-Fact

                                       9
EXHIBIT INDEX

Exhibit                                                                   Page
Number     Description of Exhibit                                        Number

4.1        CNA Financial Corporation 2000 Long-Term Incentive Plan.......

5.1        Opinion of Mayer, Brown & Platt ..............................

23.1       Consent of Mayer, Brown & Platt (included in Exhibit 5.1).....

23.2       Consent of Deloitte & Touche LLP..............................

24.1       Powers of Attorney............................................