8-K

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                                  UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

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



Date of report (Date of earliest event reported)      February 5, 2004


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



                            CNA FINANCIAL CORPORATION

             (Exact name of registrant as specified in its charter)





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

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

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

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

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Item 7.  Financial Statements and Exhibits

(c)  Exhibits:

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

99.1           CNA Financial Corporation press release, issued February 5, 2004.


Item 9.  Regulation FD Disclosure

The information in this Current Report is being furnished and shall not be
deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of
1933, as amended.

On February 5, 2004 Registrant issued a press release announcing that it has
entered into a definitive agreement to sell its individual life insurance
business to Swiss Re Life & Health America Inc. for approximately $690 million.
The press release is furnished as Exhibit 99.1 to this Form 8-K.


                                   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 hereunto duly authorized.

                                         CNA FINANCIAL CORPORATION



Dated:  February 5, 2004                      /s/ Robert V. Deutsch
                                             --------------------------------
                                        By:  Robert V. Deutsch
                                        Its: Executive Vice President and
                                             Chief Financial Officer




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EX-99.1

Exhibit 99.1

                                                                      [CNA LOGO]

FOR IMMEDIATE RELEASE
- --------------------------------------------------------------------------------

CONTACT:

MEDIA:                                             ANALYSTS:
Charles M. Boesel, 312/822-2592                    Dawn M. Jaffray, 312/822-7757
Katrina W. Parker, 312/822-5167

                        CNA FINANCIAL ANNOUNCES AGREEMENT
                   TO SELL INDIVIDUAL LIFE INSURANCE BUSINESS

CHICAGO, FEBRUARY 5, 2004 --- CNA Financial Corporation (NYSE: CNA) today
announced that it has entered into a definitive agreement to sell its individual
life insurance business to Swiss Re Life & Health America Inc. (Swiss Re) for
approximately $690 million. The business sold includes term, universal and
permanent life insurance policies and individual annuity products. CNA`s
individual long term care and structured settlement businesses are excluded from
the sale. Additionally, the Nashville, Tennessee insurance servicing and
administration building will be acquired by Swiss Re as part of the sale. Under
terms of the agreement, CNA will stop accepting new applications for individual
life and annuity products as of March 5, 2004. The transaction is expected to be
completed on or before March 31, 2004, subject to certain customary closing
conditions and regulatory approvals. Upon completion of the sale, it is
anticipated that approximately 300 employees will transfer to Swiss Re.

"The sale of CNA's life operations allows us to focus on our core property and
casualty businesses," stated Stephen W. Lilienthal, Chairman and Chief Executive
Officer of the CNA insurance companies. "In addition, this transaction
demonstrates our commitment and ability to deliver on our previously announced
capital plan."

The purchase price is subject to certain adjustments including changes in the
level of statutory surplus through the closing date. The sale is expected to
provide additional capital in excess of $400 million to CNA's principal
insurance subsidiary, Continental Casualty Company (CCC), as contemplated in
CNA's recently announced capital plan. CNA expects to recognize an after-tax
GAAP loss of approximately $300 million on the sale in the first quarter of
2004; however, this amount will fluctuate for changes in the market value of the
investments supporting this business.

As part of CNA's focus on core property and casualty businesses, CNA has also
announced the decision to cease new sales in its structured settlement and
institutional markets businesses. CNA will continue to service its existing
customer commitments and will manage these businesses as a run-off operation.
CCC will provide credit enhancement to Continental Assurance Company (CAC) for
certain of CAC's investment and specialty medical products.




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ABOUT CNA

CNA is the country's fourth largest commercial insurance writer and the 11th
largest property and casualty company. CNA's insurance products include standard
commercial lines, specialty lines, surety, marine and other property and
casualty coverages. CNA services include risk management, information services,
underwriting, risk control and claims administration. For more information,
please visit CNA at www.cna.com. CNA is a registered service mark, trade name
and domain name of CNA Financial Corporation.

ABOUT SWISS RE

Swiss Re is a leading reinsurer and the world's largest life and health
reinsurer. The company is global, operating from 70 offices in 30 countries.
Since its foundation in 1863, Swiss Re has been in the reinsurance business.
Swiss Re has three business groups: Property & Casualty, Life & Health and
Financial Services. Swiss Re offers a wide range of traditional reinsurance
products and related services, which are complemented by insurance-based
corporate finance solutions and supplementary services. Swiss Re is rated "AA"
by Standard & Poor's, "Aa1" by Moody's and "A+" by A.M. Best.

FORWARD-LOOKING STATEMENT

The statements contained in this press release, which are not historical facts,
are forward-looking statements. When included in this press release, the words
"believes," "expects," "intends," "anticipates," "estimates," and analogous
expressions are intended to identify forward-looking statements. Forward-looking
statements include expected developments in the insurance business of CNA (the
"Company"), including losses for asbestos, environmental pollution and mass tort
claims; the Company's expectations concerning its revenues, earnings, expenses
and investment activities; expected cost savings and other results from the
Company's expense reduction and restructuring activities; and the Company's
proposed actions in response to trends in its business.

Such statements, and the financial condition and results of operations of the
Company and the price of the Company's common stock, are subject to a variety of
inherent risks and uncertainties. These risks and uncertainties could cause
actual results to differ materially from those projected. Such risks and
uncertainties include, among others: general economic and business conditions,
including inflationary pressures on medical care costs, construction costs and
other economic sectors that increase the severity of claims; changes in
financial markets such as fluctuations in interest rates, long-term periods of
low interest rates, credit conditions and currency, commodity and stock prices;
the effects of corporate bankruptcies, such as Enron and WorldCom, on surety
bond claims, as well as on capital markets and on the markets for directors &
officers and errors & omissions coverages; changes in foreign or domestic
political, social and economic conditions; regulatory initiatives and compliance
with governmental regulations; judicial decisions and rulings, including
interpretation of policy provisions, decisions regarding coverage and theories
of liability, trends in litigation and the outcome of any litigation involving
the Company; changes in tax laws and regulations; regulatory limitations and
restrictions upon the Company and its insurance subsidiaries; the impact of
competitive products, policies and pricing and the competitive environment in
which the Company operates, including changes in the Company's books of
business; product and policy availability and demand and market responses,
including the level of ability to obtain rate increases and decline or non-renew
underpriced accounts, to achieve premium targets and profitability and to
realize growth and retention estimates; development of claims and the impact on
loss reserves, including changes in claim settlement practices; the
effectiveness of current initiatives by claims management to reduce loss and
expense ratio through more efficacious claims handling techniques; the
performance of reinsurance companies under reinsurance contracts with the
Company; results of financing efforts, including the availability of bank credit
facilities; changes in the Company's composition of operating segments; weather
and other natural physical events, including the severity and frequency of
storms, hail, snowfall and other winter conditions, as well as of natural
disasters such as hurricanes and earthquakes; man-made disasters, including the
possible occurrence of terrorist attacks and the effect of the absence of
applicable terrorism legislation on coverages; the occurrence of epidemics;
exposure to liabilities due to claims made by insureds and others relating to
asbestos remediation and health-based asbestos impairments, and exposure to
liabilities for environmental pollution and other mass tort claims; whether a
national privately financed trust to replace litigation of asbestos claims with
payments to claimants from the trust will be established or approved through
federal legislation, or, if established and approved, whether it will contain
funding requirements in excess of the Company's established loss reserves or
carried loss reserves; the sufficiency of the Company's loss reserves and the
possibility of future increases in reserves; the level of success in integrating
acquired businesses and operations, and in consolidating existing ones; the
possibility of changes in the Company's ratings by ratings agencies, including
the inability to access certain markets or distribution channels and the
required collateralization of future payment obligations as a result of such
changes, and changes in rating agency policies and practices; the actual closing
of contemplated transactions and agreements; and various other matters and risks
(many of which are beyond the Company's control) detailed in the Company's
Securities and Exchange Commission filings.

These forward-looking statements speak only as of the date of this press
release. The Company expressly disclaims any obligation or undertaking to
release any updates or revisions to any forward-looking statement contained in
this press release to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which any
statement is based.

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