CNA FINANCIAL CORP — Director's Dealing 2003

Jan 23, 2003

5 1 c74121e5.htm ANNUAL STMT OF CHANGES IN BENEFICIAL OWNERSHIP Annual Stmt of Changes in Beneficial Ownership PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM 5

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

o	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
o	Form 3 Holdings Reported
o	Form 4 Transactions Reported

1.	2.	Issuer Name and Ticker or Trading Symbol				I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
Lilienthal, Stephen W. (Last) (First) (Middle)		CNA Financial Corporation (CNA)
CNA Plaza, 43S	4.	Statement for Month/Year			5.	If Amendment, Date of Original (Month/Year)
		12/2002
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Reporting (Check Applicable Line)
Chicago, Illinois 60685 (City) (State) (Zip)		x	Director	o	10% Owner	x	Form filed by One Reporting Person
		x	Officer (give title below)			o	Form filed by More than One Reporting Person
		o	Other (specify below)
			Chief Executive Officer

• If the form is filed by more than one reporting person, see instruction 4(b)(v).

PAGEBREAK

Title of Security (Instr. 3)	Transaction Date (Month/Day/Year)	Transaction Code (Instr. 8)	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5.	Amount of Securities Beneficially Owned at the End of Issuer's Fiscal Year (Instr. 3 and 4)	Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
			Amount	(A) or (D)	Price
Common Stock	12/24/02	G	100	D
Common Stock	1/3/03	G	100	D		27,828	D

Page 2 PAGEBREAK

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
(A)	(D)

Page 3 PAGEBREAK

| Date Exercisable and Expiration Date (Month/Day/Year) | 7. | Title and Amount
of Underlying Securities (Instr. 3 and 4) | 8. |
| --- | --- | --- | --- |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |

Explanation of Responses:

/s/ Stephen W. Lilienthal **Signature of Reporting Person 1/23/03 Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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