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)             May 17, 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 May 17,
               2004.


Item 9.  Regulation FD Disclosure

On May 17, 2004 Registrant issued a press release announcing that it has entered
into a definitive agreement to sell the assets of CNA Trust to Union Bank of
California. The press release is furnished as Exhibit 99.1 to this Form 8-K.

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.



                                   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:  May 17, 2004                   /s/ Robert V. Deutsch
                                           --------------------------------
                                      By:  Robert V. Deutsch
                                      Its: Executive Vice President and
                                           Chief Financial Officer



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EX-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 ANNOUNCES AGREEMENT TO SELL TRUST BUSINESS
                          TO UNION BANK OF CALIFORNIA

CHICAGO, May 17, 2004 --- CNA Financial Corporation (NYSE: CNA) today announced
it has entered into a definitive agreement to sell the assets of CNA Trust to
Union Bank of California, the San Francisco based commercial banking subsidiary
of UnionBanCal Corporation (NYSE: UB).  The business sold includes retirement
plan trust and outsourcing services to the institutional marketplace.  Terms of
the agreement were not disclosed.

The transaction is expected to be completed on or before the end of the third
quarter of this year, subject to certain customary closing conditions and
regulatory approvals.

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.

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

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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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