As filed with the Securities and Exchange Commission on October 8, 1998
                                             File 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 Officer Stock Ownership 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) 822-1384
          (Telephone Number, Including Area Code, of Agent For Service)


                        CALCULATION OF REGISTRATION FEE
=======================|===========================|===========================|
Title Of               |   Proposed Maximum        |                           |
Securities             | Aggregate Offering Price  |                           |
To Be Registered       |                           | Amount of Registration Fee|
=======================|===========================|===========================|
Common Stock, par      |                           |                           |
value $2.50 per share. |     $60,000,000           |                 $17,700   |
=======================|===========================|===========================|

<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, 1997;     

     (b)  Quarterly Reports on Form 10-Q for the Quarters ended March 31 and
          June 30, 1998, respectively;    

     (c)  Current Report on Form 8-K dated August 5, 1998; 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.

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 

                                      II-1
<PAGE>

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.

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;


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.

                                      II-2
<PAGE>

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 Section 145(a) of the DGCL and Article X of the Company's
By-Laws,  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.

                                      II-3
<PAGE>

                           SIGNATURES  

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that 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 October 8, 1998.

                     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 hasbeen signed by the following persons in the capacities
indicated on October 8, 1998. 

                                     Title


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


/s/ W. James MacGinnitie
-------------------------
W. James MacGinnitie                      Senior Vice President and 
                                           Chief Financial Officer
                                          (Principal Financial and Accounting
                                            Officer) 

          *
-------------------- 
Antoinette Cook Bush                         Director 

          *
---------------------
Dennis H. Chookaszian                        Director   
   

          *
---------------------
Philip L. Engel                              Director   
    
          *
---------------------
Robert P. Gwinn                              Director      

          *  
---------------------                                                      
Walter F. Mondale                            Director
 
          *  
--------------------                                                        
Edward J. Noha                               Director  
                      
          *
--------------------
Joseph Rosenberg                             Director 

                                      II-4
<PAGE>

          *
--------------------                                                       
Richard L. Thomas                            Director    

          *                                                         
--------------------
James S. Tisch                               Director  

          *
--------------------                                                      
Preston Robert Tisch                         Director 

          *
---------------------                                               
Marvin Zonis                                 Director

*By: /s/ Jonathan D. Kantor
-----------------------------
Attorney-in-Fact

                                      II-5
<PAGE>

                          EXHIBIT INDEX                             
                           
Exhibit             Description of Exhibit                       Sequential
Number                                                           Page Number
--------            -----------------------                      -----------



3.1            Certificate of Incorporation of the Company. . . . . . . .  
    
3.2            By-Laws of the Company . . . . . . . . . . . . . . . . . .   
4.1            CNA Financial Corporation Officer Stock Ownership 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": 14785}]
{"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": "333-65493", "film-number": "98723012"}, "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 October 8, 1998
                                             File 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 Officer Stock Ownership 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) 822-1384
          (Telephone Number, Including Area Code, of Agent For Service)

                        CALCULATION OF REGISTRATION FEE
=======================|===========================|===========================|
Title Of               |   Proposed Maximum        |                           |
Securities             | Aggregate Offering Price  |                           |
To Be Registered       |                           | Amount of Registration Fee|
=======================|===========================|===========================|
Common Stock, par      |                           |                           |
value $2.50 per share. |     $60,000,000           |                 $17,700   |
=======================|===========================|===========================|
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, 1997;     

     (b)  Quarterly Reports on Form 10-Q for the Quarters ended March 31 and
          June 30, 1998, respectively;    

     (c)  Current Report on Form 8-K dated August 5, 1998; 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.

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 

                                      II-1
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.

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;

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.

                                      II-2
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 Section 145(a) of the DGCL and Article X of the Company's
By-Laws,  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.

                                      II-3
SIGNATURES  

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that 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 October 8, 1998.

                     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 hasbeen signed by the following persons in the capacities
indicated on October 8, 1998. 

                                     Title

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

/s/ W. James MacGinnitie
-------------------------
W. James MacGinnitie                      Senior Vice President and 
                                           Chief Financial Officer
                                          (Principal Financial and Accounting
                                            Officer) 

          *
-------------------- 
Antoinette Cook Bush                         Director 

          *
---------------------
Dennis H. Chookaszian                        Director   
   

          *
---------------------
Philip L. Engel                              Director   
    
          *
---------------------
Robert P. Gwinn                              Director      

          *  
---------------------                                                      
Walter F. Mondale                            Director
 
          *  
--------------------                                                        
Edward J. Noha                               Director  
                      
          *
--------------------
Joseph Rosenberg                             Director 

                                      II-4
*
--------------------                                                       
Richard L. Thomas                            Director    

          *                                                         
--------------------
James S. Tisch                               Director  

          *
--------------------                                                      
Preston Robert Tisch                         Director 

          *
---------------------                                               
Marvin Zonis                                 Director

*By: /s/ Jonathan D. Kantor
-----------------------------
Attorney-in-Fact

                                      II-5
EXHIBIT INDEX                             
                           
Exhibit             Description of Exhibit                       Sequential
Number                                                           Page Number
--------            -----------------------                      -----------

3.1            Certificate of Incorporation of the Company. . . . . . . .  
    
3.2            By-Laws of the Company . . . . . . . . . . . . . . . . . .   
4.1            CNA Financial Corporation Officer Stock Ownership 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 . . . . . . . . . . . . . . . . . . . .