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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)    January 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)================================================================================                                   Page 1 of 2
Item 7. Financial Statements and Exhibits(c)  Exhibits:Exhibit No.    Description99.1           CNA Financial Corporation press release, issued January 5,               2004.Item 9. Regulation FD DisclosureThe information in this Current Report is being furnished and shall not bedeemed "filed" for the purpose of Section 18 of the Securities Exchange Act of1934, as amended, or otherwise subject to the liabilities of that Section. Theinformation in this Current Report shall not be incorporated by reference intoany registration statement or other document pursuant to the Securities Act of1933, as amended.On January 5, 2004 Registrant issued a press release announcing that it hascompleted the previously announced sale of its Group Benefits business toHartford Financial Services Group, Inc. for approximately $500 million. Thepress release is furnished as Exhibit 99.1 to this Form 8-K.                                   SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.                                        CNA FINANCIAL CORPORATIONDated:  January 5, 2004                      /s/ Robert V. Deutsch                                             --------------------------------                                        By:  Robert V. Deutsch                                        Its: Executive Vice President and                                             Chief Financial Officer                                   Page 2 of 2

                                                                    EXHIBIT 99.1                                                            [CNA FINANCIAL LOGO]FOR IMMEDIATE RELEASECONTACT:MEDIA:                                             ANALYSTS:Charles M. Boesel, 312/822-2592                    Dawn M. Jaffray, 312/822-7757Katrina W. Parker, 312/822-5167                CNA FINANCIAL FINALIZES THE PREVIOUSLY ANNOUNCED                       SALE OF ITS GROUP BENEFITS BUSINESSCHICAGO, JANUARY 5, 2004 --- CNA Financial Corporation (NYSE: CNA) todayannounced that it has completed the previously announced sale of its GroupBenefits business to Hartford Financial Services Group, Inc. for approximately$500 million. The business sold included group life and accident, and short andlong term disability insurance. CNA`s group long term care and specialty medicalbusinesses were excluded from the sale. The transaction closed on December 31,2003. As part of the sale, approximately 1,200 employees were transferred to TheHartford.ABOUT CNACNA is the country's fourth largest commercial insurance writer and the 11thlargest property and casualty company. CNA's insurance products include standardcommercial lines, specialty lines, surety, marine and other property andcasualty coverages; life and accident insurance; and pension products. CNAservices include risk management, information services, underwriting, riskcontrol and claims administration. For more information, please visit CNA atwww.cna.com. CNA is a registered service mark, trade name and domain name of CNAFinancial Corporation.                                   Page 1 of 2
FORWARD-LOOKING STATEMENTThe 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 analogousexpressions are intended to identify forward-looking statements. Forward-lookingstatements include expected developments in the insurance business of CNA (the"Company"), including losses for asbestos, environmental pollution and mass tortclaims; the Company's expectations concerning its revenues, earnings, expensesand investment activities; expected cost savings and other results from theCompany's expense reduction and restructuring activities; and the Company'sproposed actions in response to trends in its business.Such statements, and the financial condition and results of operations of theCompany and the price of the Company's common stock, are subject to a variety ofinherent risks and uncertainties. These risks and uncertainties could causeactual results to differ materially from those projected. Such risks anduncertainties include, among others: general economic and business conditions,including inflationary pressures on medical care costs, construction costs andother economic sectors that increase the severity of claims; changes infinancial markets such as fluctuations in interest rates, long-term periods oflow interest rates, credit conditions and currency, commodity and stock prices;the effects of corporate bankruptcies, such as Enron and WorldCom, on suretybond claims, as well as on capital markets and on the markets for directors &officers and errors & omissions coverages; changes in foreign or domesticpolitical, social and economic conditions; regulatory initiatives and compliancewith governmental regulations; judicial decisions and rulings, includinginterpretation of policy provisions, decisions regarding coverage and theoriesof liability, trends in litigation and the outcome of any litigation involvingthe Company; changes in tax laws and regulations; regulatory limitations andrestrictions upon the Company and its insurance subsidiaries; the impact ofcompetitive products, policies and pricing and the competitive environment inwhich the Company operates, including changes in the Company's books ofbusiness; product and policy availability and demand and market responses,including the level of ability to obtain rate increases and decline or non-renewunderpriced accounts, to achieve premium targets and profitability and torealize growth and retention estimates; development of claims and the impact onloss reserves, including changes in claim settlement practices; theeffectiveness of current initiatives by claims management to reduce loss andexpense ratio through more efficacious claims handling techniques; theperformance of reinsurance companies under reinsurance contracts with theCompany; results of financing efforts, including the availability of bank creditfacilities; changes in the Company's composition of operating segments; weatherand other natural physical events, including the severity and frequency ofstorms, hail, snowfall and other winter conditions, as well as of naturaldisasters such as hurricanes and earthquakes; man-made disasters, including thepossible occurrence of terrorist attacks and the effect of the absence ofapplicable terrorism legislation on coverages; the occurrence of epidemics;exposure to liabilities due to claims made by insureds and others relating toasbestos remediation and health-based asbestos impairments, and exposure toliabilities for environmental pollution and other mass tort claims; whether anational privately financed trust to replace litigation of asbestos claims withpayments to claimants from the trust will be established or approved throughfederal legislation, or, if established and approved, whether it will containfunding requirements in excess of the Company's established loss reserves orcarried loss reserves; the sufficiency of the Company's loss reserves and thepossibility of future increases in reserves; the level of success in integratingacquired businesses and operations, and in consolidating existing ones; thepossibility of changes in the Company's ratings by ratings agencies, includingthe inability to access certain markets or distribution channels and therequired collateralization of future payment obligations as a result of suchchanges, and changes in rating agency policies and practices; the actual closingof contemplated transactions and agreements; and various other matters and risks(many of which are beyond the Company's control) detailed in the Company'sSecurities and Exchange Commission filings.These forward-looking statements speak only as of the date of this pressrelease. The Company expressly disclaims any obligation or undertaking torelease any updates or revisions to any forward-looking statement contained inthis press release to reflect any change in the Company's expectations withregard thereto or any change in events, conditions or circumstances on which anystatement is based.                                     # # #                                   Page 2 of 2