As filed with the Securities and Exchange Commission on December 31, 1998
                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           CHARTER ONE FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      34-1567092
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                  1215 Superior Avenue, Cleveland, Ohio 44114
              (Address of principal executive offices) (Zip Code)

                    CHARTER ONE BANK RETIREMENT SAVINGS PLAN

                            (Full title of the plan)

                             Michael S. Sadow, P.C.
                              Matt A. Mullins, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                                    <C>                   <C>                 <C>                <C>

                                                                  Proposed            Proposed
                                                                  maximum             maximum
                 Title of securities       Amount to be        offering price        aggregate            Amount of
                  to be registered          registered           per share         offering price      registration fee
-------------------------------------  --------------------  ------------------  ------------------ ----------------------
Common Stock,  $.01 par value            2,000,000 shares        $25.85(1)         $51,700,000(1)         $14,373(1)

Interests in Plan(2)                          N/A(2)                N/A                 N/A                 N/A(2)
-------------------------------------  --------------------  ------------------  ------------------ ----------------------
<FN>

(1)     Estimated in  accordance  with Rule 457(h),  calculated  on the basis of
        $25.85 per share,  which was the  average  of the  high and  low  prices
        of the Company common stock on the Nasdaq Stock  Market on  December 29,
        1998.
(2)     Pursuant to Rule 416(c) under the  Securities  Act of 1933,  as amended,
        this  Registration  Statement  also  covers an  indeterminate  amount of
        interests to be offered or sold  pursuant to the  employee  benefit plan
        described  herein.  In  accordance  with Rule  457(h)(2) no separate fee
        calculation is made for plan interests.
</FN>
</TABLE>


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


    The document(s)  containing the information  specified in Part I of Form S-8
will be sent or given to participants in the Charter One Bank Retirement Savings
Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

    Such  document(s)  are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Certain Documents by Reference.

    The following documents previously or concurrently filed by Charter One with
the  Commission  (are hereby  incorporated  by  reference  in this  Registration
Statement and the prospectus to which this  Registration  Statement relates (the
"Prospectus"),   which   Prospectus  has  been  or  will  be  delivered  to  the
participants in the Plan covered by this Registration Statement:

    1.  The Annual  Report on Form 10-K of Charter One for the fiscal year ended
        December 31, 1997 (File No. 0-16311) filed pursuant to Rule 13a-1 of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act").

    2.  The  Quarterly  reports  on Form 10-Q of Charter  One for the  quarterly
        periods ended March 31, 1998; June 30, 1998; and September 30, 1998; and
        Current  Reports  on form 8-K  filed on June 17,  1998;  July 22,  1998;
        August 18, 1998; October 22, 1998; and December 9, 1998.

    3.  The  description  of the Charter One Common  Stock  contained in Charter
        One's Registration Statement on Form 8-A dated January 12, 1988 (and any
        amendments   or  reports   filed  for  the  purpose  of   updating   the
        description).

    All documents subsequently filed by Charter One with the Commission pursuant
to  Sections  13(a),  13(c),  14 or 15(d) of the  Exchange  Act,  after the date
hereof,  and prior to the filing of a  post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities then remaining unsold, shall be deemed incorporated by reference into
this  Registration  Statement  and the  Prospectus  and to be a part  hereof and
thereof from the date of the filing of such documents.  Any statement  contained
in the documents incorporated, or deemed to be incorporated, by reference herein
or in the  Prospectus  shall be deemed to be modified or superseded for purposes
of this Registration Statement and the Prospectus to the extent that a statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

    All information appearing in this Registration  Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.    Description of Securities.

    Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

    Not Applicable.


                                      II-1

<PAGE>



Item 6.    Indemnification of Directors and Officers.


    Section 145 of the Delaware General Corporation Law sets forth circumstances
under  which  directors,  officers,  employees  and agents of Charter One may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such:

    ss.145.   INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,  EMPLOYEES AND  AGENTS;
INSURANCE. (a) 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  the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which 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  reasonable  cause to believe that the
person's conduct was unlawful.

    (b) 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 or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor 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) actually and reasonably incurred by
the person in  connection  with the defense or settlement of such action or suit
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 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.

    (c) To the  extent  that a  present  or  former  director  or  officer  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section, or in defense of any claim, issue or matter therein,  such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person in connection therewith.


                                      II-2

<PAGE>



    (d) Any  indemnification  under  subsections  (a)  and  (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because  the  person has met the  applicable  standard  of conduct  set forth in
subsections (a) and (b) of this section.  Such determination shall be made, with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination,  (1) by a majority  vote of the  directors who are not parties to
such action,  suit or  proceeding,  even though less than a quorum,  or (2) by a
committee of such directors designated by majority vote of such directors,  even
though  less than a quorum,  or (3) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (4)
by the stockholders.

    (e) Expenses (including  attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be  determined  that  such  person  is not  entitled  to be  indemnified  by the
corporation as authorized in this section.  Such expenses (including  attorneys'
fees)  incurred by former  directors and officers or other  employees and agents
may be so paid upon such terms and conditions,  if any, as the corporation deems
appropriate.

    (f) The  indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested  directors  or  otherwise,  both as to  action  in  such  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office.

    (g) A  corporation  shall have power to purchase and  maintain  insurance on
behalf of any person who 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 any liability asserted against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify such person against such liability under this section.

    (h) For purposes of this  section,  references  to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation  as  such  person  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.

    (i) For purposes of this section,  references to "other  enterprises"  shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit

                                      II-3

<PAGE>



plan, its  participants or  beneficiaries;  and a person who acted in good faith
and in a manner such  person  reasonably  believed to be in the  interest of the
participants  and  beneficiaries  of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this section.

    (j) The  indemnification  and advancement of expense provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has  ceased to be a  director,  officer
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

    (k) The Court of Chancery is hereby vested with  exclusive  jurisdiction  to
hear and determine all actions for  advancement  of expenses or  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).

    Article  TWELFTH of  Charter  One's  certificate  of  incorporation  further
provides as follows:

        TWELFTH:  Indemnification.

        A. Actions,  Suits or  Proceedings  Other than by or in the Right of the
    Corporation.  The  Corporation  shall  indemnify  any person who was or is a
    party  or is  threatened  to be  made  a  party  to or is  involved  in  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 he or she, or a person
    of whom he or she is the legal  representative,  is or was or has  agreed to
    become a director or officer of the Corporation, or is or was serving or has
    agreed to serve at the request of the  Corporation  as a director,  officer,
    partner,  member or  trustee  of  another  corporation,  including,  without
    limitation, any Subsidiary of the Corporation,  partnership,  joint venture,
    trust or other  enterprise,  including  service  with  respect  to  employee
    benefit  plans,  or by reason of any  action  alleged  to have been taken or
    omitted  in such  capacity,  against  costs,  charges,  expenses  (including
    attorneys' fees and related  disbursements),  judgments,  fines  (including,
    without  limitation,  ERISA excise taxes and  penalties) and amounts paid in
    settlement  actually  and  reasonably  incurred  by such  person  or on such
    person's behalf in connection  with such action,  suit or proceeding and any
    appeal  therefrom,  if such person acted in good faith and in a manner he or
    she 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 or her  conduct  was  unlawful;  provided,
    however,  that,  except as  provided in  paragraph F hereof with  respect to
    proceedings  seeking to enforce rights of  indemnification,  the Corporation
    shall  indemnify  such  person  seeking  indemnification  with  respect to a
    proceeding  (or  part  thereof)  initiated  by  such  person  only  if  such
    proceeding or part thereof was  authorized  by a majority of the  Continuing
    Directors.  The  termination of any action,  suit or proceeding by judgment,
    order,  settlement,  conviction,  or upon a plea of nolo  contendere  or its
    equivalent,  shall not, of itself,  create a presumption that the person did
    not act in good faith and in a manner which he or she 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  reasonable  cause to
    believe that his or her conduct was unlawful.


                                      II-4

<PAGE>



        B.  Actions  or  Suits  by or in  the  Right  of  the  Corporation.  The
    Corporation  shall  indemnify  any  person  who  was  or  is a  party  or is
    threatened to be made a party to or is involved in 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 fact that he or she, or a person of
    whom  he or she is the  legal  representative,  is or was or has  agreed  to
    become a director or officer of the Corporation, or is or was serving or has
    agreed to serve at the request of the  Corporation  as a director,  officer,
    partner,  member or  trustee  of  another  corporation,  including,  without
    limitation, any Subsidiary of the Corporation,  partnership,  joint venture,
    trust or other  enterprise,  including  service  with  respect  to  employee
    benefit  plans,  or by reason of any  action  alleged  to have been taken or
    omitted in such  capacity,  against costs,  charges and expenses  (including
    attorneys' fees and related disbursements)  actually and reasonably incurred
    by such person or on such person's  behalf in connection with the defense or
    settlement of such action or suit and any appeal  therefrom,  if such person
    acted in good faith and in a manner he or she  reasonably  believed to be in
    or not  opposed to the best  interests  of the  Corporation,  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 of Delaware or the
    court  in which  such  action  or suit  was  brought  shall  determine  upon
    application that,  despite the adjudication of such liability but in view of
    all the  circumstances  of the case,  such  person is fairly and  reasonably
    entitled to indemnity for such costs,  charges and expenses  which the Court
    of  Chancery  or such other court  shall deem  proper.  Notwithstanding  the
    provisions of this  paragraph B, the  Corporation  shall  indemnify any such
    person  seeking  indemnification  in connection  with a proceeding  (or part
    thereof)  initiated  by such  person  (except  with  respect to  proceedings
    seeking to enforce rights to indemnification  pursuant to paragraph F), only
    if such  proceeding  (or part  thereof) was  authorized by a majority of the
    Continuing Directors.

        C.  Indemnification for Costs, Charges and Expenses of Successful Party.
    Notwithstanding  the other provisions of this Article TWELFTH, to the extent
    that a  director,  officer,  employee or agent of the  Corporation  has been
    successful on the merits or otherwise,  including,  without limitation,  the
    dismissal of an action without prejudice,  in defense of any action, suit or
    proceeding  referred to in paragraphs A and B of this Article TWELFTH, or in
    defense  of any  claim,  issue  or  matter  therein,  such  person  shall be
    indemnified against all costs,  charges and expenses  (including  attorneys'
    fees)  actually and  reasonably  incurred by such person or on such person's
    behalf in connection therewith.

        D. Determination of Right to Indemnification.  Any indemnification under
    paragraphs A and B of this Article  TWELFTH shall be made by the Corporation
    as authorized in the specific case upon a determination  (i) by the Board of
    Directors  by a  majority  vote of a quorum  of the  directors  who were not
    parties to such action, suit or proceeding,  or (ii) if such a quorum is not
    obtainable,   or,  even  if  obtainable,  if  a  majority  of  a  quorum  of
    disinterested  directors  so  directs,  by  independent  legal  counsel in a
    written opinion that  indemnification of the person seeking  indemnification
    is  proper in the  circumstances  because  he or she has met the  applicable
    standard of conduct set forth in paragraphs A and B of this Article TWELFTH.
    Should  a  determination   be  made  by  the   Corporation   hereunder  that
    indemnification  is not proper in the  circumstances,  a court may order the
    Corporation  to make  indemnification  pursuant to paragraphs A or B of this
    Article TWELFTH.

        E. Advance of Costs,  Charges and Expenses.  Costs, charges and expenses
    (including  attorneys' fees and related  disbursement)  incurred by a person
    referred to in paragraphs A or B of the Article TWELFTH in defending a civil
    or criminal action, suit or proceeding shall be paid

                                      II-5

<PAGE>



    by the Corporation in advance of the final disposition of such action,  suit
    or proceeding,  provided,  however, that, if the Delaware Corporation Law so
    requires, the payment of such expenses incurred by an officer or director of
    the  Corporation in his or her capacity as a director or officer (and not in
    any other  capacity in which service was or is rendered by such person while
    a director or officer, including without limitation,  service to an employee
    benefit plan) in advance of the final  disposition  of such action,  suit or
    proceeding shall be made only upon receipt of an undertaking by or on behalf
    of the  director  or officer to repay all  amounts so  advanced  if it shall
    ultimately be determined that such director or officer is not entitled to be
    indemnified  by the  Corporation  as authorized in this Article  TWELFTH.  A
    majority of the  Continuing  Directors  may, upon approval of an indemnified
    person, authorize the Corporation's counsel to represent such person, in any
    action,  suit or  proceeding,  whether or not the  Corporation is a party to
    such action, suit or proceeding.

        F. Procedure for  Indemnification;  Right of Claimant to Bring Suit. Any
    indemnification  under  paragraphs A, B and C, or advance of costs,  charges
    and  expenses  under  paragraph  E of this  Article  TWELFTH,  shall be made
    promptly,  and in any event within 60 days (or in the case of any advance of
    costs,  charges and expenses  under  paragraph E, within 20 days),  upon the
    written request of the person referred to in such  paragraphs.  The right to
    indemnification  or advances  as granted by this  Article  TWELFTH  shall be
    enforceable  by the persons  referred to in  paragraphs A, B, C and E in any
    court of competent jurisdiction,  if the Corporation denies such request, in
    whole or in part, or if no disposition thereof is made within the applicable
    time period specified in the preceding sentence hereof.  The costs,  charges
    and  expenses  incurred by a person  referred to in paragraph A or B of this
    Article  TWELFTH in connection  with  successfully  establishing  his or her
    right to indemnification, in whole or in part, in any such action shall also
    be indemnified by the Corporation.  It shall be a defense to any such action
    (other  than an action  brought to enforce a claim for the advance of costs,
    charges and expenses under  paragraph E of this Article  TWELFTH,  where the
    required undertaking, if any, has been received by the Corporation) that the
    claimant has not met the standard of conduct set forth in  paragraphs A or B
    of this Article TWELFTH,  but the burden of proving such defense shall be on
    the Corporation. Neither the failure of the Corporation (including its Board
    of Directors,  its independent legal counsel,  and its stockholders) to have
    made  a  determination  prior  to  the  commencement  of  such  action  that
    indemnification  of the claimant is proper in the circumstances  because the
    claimant has met the applicable  standard of conduct set forth in paragraphs
    A or B of this Article  TWELFTH,  nor the fact that there has been an actual
    determination  by the  Corporation  (including its Board of Directors or its
    independent  legal  counsel)  that the claimant has not met such  applicable
    standard  of  conduct,  shall  be a  defense  to  the  action  or  create  a
    presumption  that  the  claimant  has  not met the  applicable  standard  of
    conduct.

        G.  Other  Rights:   Continuation  of  Right  to  Indemnification.   The
    indemnification and advancement of expenses provided by this Article TWELFTH
    shall not be deemed  exclusive of any other rights to which a person seeking
    indemnification  or  advancement  of expenses may be entitled  under any law
    (common  or   statutory),   bylaw,   agreement,   vote  of   stockholder  or
    disinterested  directors or  otherwise,  both as to action in such  person's
    official  capacity and as to action in another capacity while holding office
    or while  employed  by or  acting  as  agent  for the  Corporation,  and the
    indemnification and advancement of expenses provided by this Article TWELFTH
    shall continue as to a person who has ceased to serve in a capacity referred
    to in paragraph A or B and shall inure to the benefit of the estate,  heirs,
    executors  and  administrators  of such  person.  Nothing  contained in this
    Article  TWELFTH  shall  be  deemed  to  prohibit,  and the  Corporation  is
    specifically  authorized to enter into,  agreements  between the Corporation
    and  directors,  officers,  employees  or agents  providing  indemnification
    rights and procedures different

                                      II-6

<PAGE>



    from those set forth herein. All rights to  indemnification  and advancement
    of  expenses  under this  Article  TWELFTH  shall be deemed to be a contract
    between the  Corporation  and each person referred to in paragraph A or B of
    this Article TWELFTH who serves or served in such capacity at any time while
    this  Article  TWELFTH is in  effect.  Any  repeal or  modification  of this
    Article TWELFTH or any repeal or modification of relevant  provisions of the
    Delaware  Corporation Law or any other  applicable laws shall not in any way
    diminish  any  rights  to  indemnification  of  any  person  referred  to in
    paragraph  A or B  of  this  Article  TWELFTH  or  the  obligations  of  the
    Corporation arising hereunder with respect to any action, suit or proceeding
    arising out of, or relating to, any actions, transactions or facts occurring
    prior to the final adoption of such modification or repeal.

        H.  Indemnification  of  Employees  and Agents of the  Corporation.  The
    Corporation  may, to the extent  authorized  from time to time by a majority
    vote of the disinterested directors,  indemnify any employee or agent of the
    Corporation  or any person  who is or was  serving or has agreed to serve at
    the request of the  Corporation as an employee or agent of any  corporation,
    including,   without   limitation,   any  Subsidiary  of  the   Corporation,
    partnership,  joint venture,  trust or other enterprise and pay the expenses
    incurred by any such person in defending  any  proceeding  in advance of its
    final  disposition,  to the fullest extent of the provisions of this Article
    TWELFTH.

        I. Insurance.  The  Corporation  may purchase and maintain  insurance on
    behalf of any  person  who is or was or has  agreed  to  become a  director,
    officer,  employee or agent of the Corporation,  or is or was serving or has
    agreed to serve at the request of the  Corporation  as a director,  officer,
    partner,  member,  trustee,   employee  or  agent  of  another  corporation,
    including,   without   limitation,   any  Subsidiary  of  the   Corporation,
    partnership,  joint venture,  trust or other  enterprise,  including service
    with  respect to employee  benefit  plans,  against any  liability  asserted
    against  such person and  incurred by such person or on his or her behalf in
    any such capacity,  or arising out of such person's status as such,  whether
    or not the Corporation would have the power to indemnify such person against
    such liability under the provisions of this Article TWELFTH.

        J. Savings  Clause.  If this Article TWELFTH or any portion hereof shall
    be  invalidated on any ground by any court of competent  jurisdiction,  then
    the  Corporation  shall  nevertheless  indemnify  each  person  referred  to
    paragraph A or B of this Article TWELFTH as to any cost,  charge and expense
    (including  attorneys'  fees  and  related  disbursements),  judgment,  fine
    (including, without limitation, ERISA excise taxes and penalties) and amount
    paid in settlement with respect to any action,  suit or proceeding;  whether
    civil, criminal, administrative or investigative,  including an action by or
    in the  right  of the  Corporation,  to the  full  extent  permitted  by any
    applicable  portion  of this  Article  TWELFTH  that  shall  not  have  been
    invalidated and to the full extent permitted by applicable law.

        K. Subsequent Legislation.  If the Delaware Corporation Law is hereafter
    amended to further expand the indemnification  permitted to persons referred
    to in paragraphs A and B of this Article TWELFTH then the Corporation  shall
    indemnify  such  persons to the fullest  extent  permitted  by the  Delaware
    Corporation Law, as so amended.

    Charter One has  purchased  director and officer  liability  insurance  that
insures  directors and officers  against certain  liabilities in connection with
the performance of their duties as directors and officers, and that provides for
payment to Charter One of costs incurred by it in indemnifying its directors and
officers.

                                      II-7

<PAGE>



Item 7.    Exemption from Registration Claimed.

    Not applicable.

Item 8.    Exhibits.

    See the Index to Exhibits to this Registration Statement.

Item 9.    Undertakings.

    (a)  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  clauses  (i) and (ii) do not  apply if the
         information  required to be included in a  post-effective  amendment by
         those clauses is contained in periodic  reports filed with or furnished
         to the Securities and Exchange Commission by the Registrant pursuant to
         Section  13 or  Section  15(d)  of the  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.

         (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.

         (4) To submit,  if it has not already done so, the Plan to the Internal
        Revenue  Service in a timely manner and to make all changes  required in
        order to qualify  the Plan under  Section  401 of the  Internal  Revenue
        Code.

    (b) 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 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.

                                      II-8

<PAGE>




    (c) 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  the  foregoing  provisions,   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 Act
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 Act and will be governed by the final adjudication of
such issue.

                                      II-9

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Cleveland, State of Ohio, on December 31, 1998.

CHARTER ONE FINANCIAL, INC.


By: /s/ CHARLES JOHN KOCH
    -----------------------------------------
    Charles John Koch, Chairman of the Board,
      President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         We, the undersigned  directors and officers of the  Registrant,  hereby
severally  appoint Charles John Koch,  Richard W. Neu and Robert J. Vana, or any
of them, our true and lawful  attorneys and agents,  to do any and all things in
our names in the  capacities  indicated  below  which  said  Charles  John Koch,
Richard W. Neu or Robert J. Vana may deem  necessary  or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the Registration  Statement on Form S-8 relating to the offering
of the Registrant's common stock,  including  specifically,  but not limited to,
power  and  authority  to sign for us in our names in the  capacities  indicated
below  in  this  Registration  Statement,  any  and  all  amendments  (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that said Charles John Koch, Richard W. Neu or Robert J. Vana shall lawfully
do or cause to be done by virtue thereof.

Signature

/s/CHARLES JOHN KOCH                              Date: December 31, 1998
------------------------------------------             ------------------
Charles John Koch, Chairman of the Board
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)

/s/RICHARD W. NEU                                 Date: December 31, 1998
------------------------------------------             ------------------
Richard W. Neu
Director and Chief Financial Officer
(Principal Financial Officer)

/s/EUGENE B. CARROLL, SR.                         Date: December 31, 1998
------------------------------------------             ------------------
Eugene B. Carroll, Sr., Director



                                      II-10

<PAGE>



                                                  Date:
------------------------------------------             ------------------
Herbert G. Chorbajian,  Director

/s/PHILLIP W. FISHER                              Date: December 31, 1998
------------------------------------------             ------------------
Phillip W. Fisher, Director

/s/DENISE M. FUGO                                 Date: December 31, 1998
------------------------------------------             ------------------
Denise M. Fugo, Director

/s/MARK D. GROSSI                                 Date: December 31, 1998
------------------------------------------             ------------------
Mark D. Grossi, Director

/s/CHARLES M. HEIDEL                              Date: December 31, 1998
------------------------------------------             ------------------
Charles M. Heidel, Director

                                                  Date:
------------------------------------------             ------------------
Karen R. Hitchcock, Director

/s/JOHN D. KOCH                                   Date: December 31, 1998
------------------------------------------             ------------------
John D. Koch, Director

/s/MICHAEL P. MORLEY                              Date: December 31, 1998
------------------------------------------             ------------------
Michael P. Morley, Director

/s/HENRY R. NOLTE, JR.                            Date: December 31, 1998
------------------------------------------             ------------------
Henry R. Nolte, Jr., Director

/s/RONALD F. POE                                  Date: December 31, 1998
------------------------------------------             ------------------
Ronald F. Poe, Director

/s/VICTOR A. PTAK                                 Date: December 31, 1998
------------------------------------------             ------------------
Victor A. Ptak, Director

/s/ MELVIN J. RACHAL                              Date: December 31, 1998
------------------------------------------             ------------------
Melvin J. Rachal, Director

/s/JEROME L. SCHOSTAK                             Date: December 31, 1998
------------------------------------------             ------------------
Jerome L. Schostak, Director

/s/MARK SHAEVSKY                                  Date: December 31, 1998
------------------------------------------             ------------------
Mark Shaevsky, Director

/s/LEONARD S. SIMON                               Date: December 31, 1998
------------------------------------------             ------------------
Leonard S. Simon, Director.

/s/JOHN P. TIERNEY                                Date: December 31, 1998
------------------------------------------             ------------------
John P. Tierney, Director.

/s/ERESTEEN R. WILLIAMS                           Date: December 31, 1998
------------------------------------------             ------------------
Eresteen R. Williams, Director




                                      II-11

<PAGE>



                                INDEX TO EXHIBITS


  Exhibit
  Number                          Description of Exhibits
--------------------------------------------------------------------------------


4.1         Certificate   of  Amendment  of  Second   Restated   Certificate  of
            Incorporation  of Charter One Financial,  Inc. filed on December 24,
            1998 as Exhibit 4.3 to the  Registrant's  Registration  Statement on
            Form S-8 (File No. 333-65137), is incorporated herein by reference.

4.2         Certificate   of  Amendment  of  Second   Restated   Certificate  of
            Incorporation of Charter One Financial, Inc., filed on July 28, 1998
            as Exhibit 3.1 to  Registrant's  Registration  Statement on Form S-4
            (File No. 333-60045), is incorporated herein by reference.

4.3         Second  Restated   Certificate  of   Incorporation  of  Charter  One
            Financial,  Inc.,  filed on  November  15,  1995 as  Exhibit  4.1 to
            Registrant's Current  Report  on Form 8-K  (File No. 000-16311),  is
            incorporated herein be reference.

4.4         Bylaws of Charter One  Financial,  Inc., as amended and currently in
            effect,  filed on  August  8, 1997 as  exhibit  3.2 to  Registrant's
            Registration  Statement  on  form  S-4  (File  No.  333-33169),   is
            incorporated herein by reference.

4.5         Form of  Certificate  of Common Stock,  filed on January 22, 1988 as
            Exhibit 4.2 to Registrant's Registration Statement on Form S-1 (File
            No. 33-16207), is incorporated herein by reference.

4.6         Shareholder  Rights  Agreement  dated  November  21,  1989,  between
            Charter One and First National Bank of Boston, as amended on May 26,
            1995,  filed as Exhibit 4.2 to Registrant's  Report on Form 10-K for
            the fiscal year ended  December  31,  1994 and  December  31,  1995,
            respectively, is incorporated herein by reference.

5.1         Opinion of Silver, Freedman & Taff, L.L.P.

5.2         Undertaking  that Charter One has  submitted or will submit the Plan
            to the Internal  Revenue  Service to qualify the Plan under  Section
            401 of the Internal Revenue Code.
            (Included in Item 9)

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of KPMG Peat Marwick, L.L.P.

23.3        Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5.1)

24          Power of Attorney (contained on signature page)





                                      II-12
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 46064}]
{"company-data": {"conformed-name": "CHARTER ONE FINANCIAL INC", "cik": "0000819692", "assigned-sic": "6035", "irs-number": "341567092", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70007", "film-number": "98779407"}, "business-address": {"street1": "1215 SUPERIOR AVE", "city": "CLEVELAND", "state": "OH", "zip": "44114", "phone": "2165665300"}, "mail-address": {"street1": "1215 SUPERIOR AVENUE", "street2": "1215 SUPERIOR AVENUE", "city": "CLEVELAND", "state": "OH", "zip": "44114"}}
As filed with the Securities and Exchange Commission on December 31, 1998
                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           CHARTER ONE FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      34-1567092
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                  1215 Superior Avenue, Cleveland, Ohio 44114
              (Address of principal executive offices) (Zip Code)

                    CHARTER ONE BANK RETIREMENT SAVINGS PLAN

                            (Full title of the plan)

                             Michael S. Sadow, P.C.
                              Matt A. Mullins, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed            Proposed
                                                                  maximum             maximum
                 Title of securities       Amount to be        offering price        aggregate            Amount of
                  to be registered          registered           per share         offering price      registration fee
-------------------------------------  --------------------  ------------------  ------------------ ----------------------
Common Stock,  $.01 par value            2,000,000 shares        $25.85(1)         $51,700,000(1)         $14,373(1)

Interests in Plan(2)                          N/A(2)                N/A                 N/A                 N/A(2)
-------------------------------------  --------------------  ------------------  ------------------ ----------------------
(1)     Estimated in  accordance  with Rule 457(h),  calculated  on the basis of
        $25.85 per share,  which was the  average  of the  high and  low  prices
        of the Company common stock on the Nasdaq Stock  Market on  December 29,
        1998.
(2)     Pursuant to Rule 416(c) under the  Securities  Act of 1933,  as amended,
        this  Registration  Statement  also  covers an  indeterminate  amount of
        interests to be offered or sold  pursuant to the  employee  benefit plan
        described  herein.  In  accordance  with Rule  457(h)(2) no separate fee
        calculation is made for plan interests.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The document(s)  containing the information  specified in Part I of Form S-8
will be sent or given to participants in the Charter One Bank Retirement Savings
Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

    Such  document(s)  are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Certain Documents by Reference.

    The following documents previously or concurrently filed by Charter One with
the  Commission  (are hereby  incorporated  by  reference  in this  Registration
Statement and the prospectus to which this  Registration  Statement relates (the
"Prospectus"),   which   Prospectus  has  been  or  will  be  delivered  to  the
participants in the Plan covered by this Registration Statement:

    1.  The Annual  Report on Form 10-K of Charter One for the fiscal year ended
        December 31, 1997 (File No. 0-16311) filed pursuant to Rule 13a-1 of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act").

    2.  The  Quarterly  reports  on Form 10-Q of Charter  One for the  quarterly
        periods ended March 31, 1998; June 30, 1998; and September 30, 1998; and
        Current  Reports  on form 8-K  filed on June 17,  1998;  July 22,  1998;
        August 18, 1998; October 22, 1998; and December 9, 1998.

    3.  The  description  of the Charter One Common  Stock  contained in Charter
        One's Registration Statement on Form 8-A dated January 12, 1988 (and any
        amendments   or  reports   filed  for  the  purpose  of   updating   the
        description).

    All documents subsequently filed by Charter One with the Commission pursuant
to  Sections  13(a),  13(c),  14 or 15(d) of the  Exchange  Act,  after the date
hereof,  and prior to the filing of a  post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities then remaining unsold, shall be deemed incorporated by reference into
this  Registration  Statement  and the  Prospectus  and to be a part  hereof and
thereof from the date of the filing of such documents.  Any statement  contained
in the documents incorporated, or deemed to be incorporated, by reference herein
or in the  Prospectus  shall be deemed to be modified or superseded for purposes
of this Registration Statement and the Prospectus to the extent that a statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

    All information appearing in this Registration  Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.    Description of Securities.

    Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

    Not Applicable.

                                      II-1
Item 6.    Indemnification of Directors and Officers.

    Section 145 of the Delaware General Corporation Law sets forth circumstances
under  which  directors,  officers,  employees  and agents of Charter One may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such:

    ss.145.   INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,  EMPLOYEES AND  AGENTS;
INSURANCE. (a) 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  the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which 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  reasonable  cause to believe that the
person's conduct was unlawful.

    (b) 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 or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor 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) actually and reasonably incurred by
the person in  connection  with the defense or settlement of such action or suit
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 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.

    (c) To the  extent  that a  present  or  former  director  or  officer  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section, or in defense of any claim, issue or matter therein,  such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person in connection therewith.

                                      II-2
(d) Any  indemnification  under  subsections  (a)  and  (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because  the  person has met the  applicable  standard  of conduct  set forth in
subsections (a) and (b) of this section.  Such determination shall be made, with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination,  (1) by a majority  vote of the  directors who are not parties to
such action,  suit or  proceeding,  even though less than a quorum,  or (2) by a
committee of such directors designated by majority vote of such directors,  even
though  less than a quorum,  or (3) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (4)
by the stockholders.

    (e) Expenses (including  attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be  determined  that  such  person  is not  entitled  to be  indemnified  by the
corporation as authorized in this section.  Such expenses (including  attorneys'
fees)  incurred by former  directors and officers or other  employees and agents
may be so paid upon such terms and conditions,  if any, as the corporation deems
appropriate.

    (f) The  indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested  directors  or  otherwise,  both as to  action  in  such  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office.

    (g) A  corporation  shall have power to purchase and  maintain  insurance on
behalf of any person who 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 any liability asserted against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify such person against such liability under this section.

    (h) For purposes of this  section,  references  to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation  as  such  person  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.

    (i) For purposes of this section,  references to "other  enterprises"  shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit

                                      II-3
plan, its  participants or  beneficiaries;  and a person who acted in good faith
and in a manner such  person  reasonably  believed to be in the  interest of the
participants  and  beneficiaries  of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this section.

    (j) The  indemnification  and advancement of expense provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has  ceased to be a  director,  officer
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

    (k) The Court of Chancery is hereby vested with  exclusive  jurisdiction  to
hear and determine all actions for  advancement  of expenses or  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).

    Article  TWELFTH of  Charter  One's  certificate  of  incorporation  further
provides as follows:

        TWELFTH:  Indemnification.

        A. Actions,  Suits or  Proceedings  Other than by or in the Right of the
    Corporation.  The  Corporation  shall  indemnify  any person who was or is a
    party  or is  threatened  to be  made  a  party  to or is  involved  in  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 he or she, or a person
    of whom he or she is the legal  representative,  is or was or has  agreed to
    become a director or officer of the Corporation, or is or was serving or has
    agreed to serve at the request of the  Corporation  as a director,  officer,
    partner,  member or  trustee  of  another  corporation,  including,  without
    limitation, any Subsidiary of the Corporation,  partnership,  joint venture,
    trust or other  enterprise,  including  service  with  respect  to  employee
    benefit  plans,  or by reason of any  action  alleged  to have been taken or
    omitted  in such  capacity,  against  costs,  charges,  expenses  (including
    attorneys' fees and related  disbursements),  judgments,  fines  (including,
    without  limitation,  ERISA excise taxes and  penalties) and amounts paid in
    settlement  actually  and  reasonably  incurred  by such  person  or on such
    person's behalf in connection  with such action,  suit or proceeding and any
    appeal  therefrom,  if such person acted in good faith and in a manner he or
    she 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 or her  conduct  was  unlawful;  provided,
    however,  that,  except as  provided in  paragraph F hereof with  respect to
    proceedings  seeking to enforce rights of  indemnification,  the Corporation
    shall  indemnify  such  person  seeking  indemnification  with  respect to a
    proceeding  (or  part  thereof)  initiated  by  such  person  only  if  such
    proceeding or part thereof was  authorized  by a majority of the  Continuing
    Directors.  The  termination of any action,  suit or proceeding by judgment,
    order,  settlement,  conviction,  or upon a plea of nolo  contendere  or its
    equivalent,  shall not, of itself,  create a presumption that the person did
    not act in good faith and in a manner which he or she 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  reasonable  cause to
    believe that his or her conduct was unlawful.

                                      II-4
B.  Actions  or  Suits  by or in  the  Right  of  the  Corporation.  The
    Corporation  shall  indemnify  any  person  who  was  or  is a  party  or is
    threatened to be made a party to or is involved in 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 fact that he or she, or a person of
    whom  he or she is the  legal  representative,  is or was or has  agreed  to
    become a director or officer of the Corporation, or is or was serving or has
    agreed to serve at the request of the  Corporation  as a director,  officer,
    partner,  member or  trustee  of  another  corporation,  including,  without
    limitation, any Subsidiary of the Corporation,  partnership,  joint venture,
    trust or other  enterprise,  including  service  with  respect  to  employee
    benefit  plans,  or by reason of any  action  alleged  to have been taken or
    omitted in such  capacity,  against costs,  charges and expenses  (including
    attorneys' fees and related disbursements)  actually and reasonably incurred
    by such person or on such person's  behalf in connection with the defense or
    settlement of such action or suit and any appeal  therefrom,  if such person
    acted in good faith and in a manner he or she  reasonably  believed to be in
    or not  opposed to the best  interests  of the  Corporation,  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 of Delaware or the
    court  in which  such  action  or suit  was  brought  shall  determine  upon
    application that,  despite the adjudication of such liability but in view of
    all the  circumstances  of the case,  such  person is fairly and  reasonably
    entitled to indemnity for such costs,  charges and expenses  which the Court
    of  Chancery  or such other court  shall deem  proper.  Notwithstanding  the
    provisions of this  paragraph B, the  Corporation  shall  indemnify any such
    person  seeking  indemnification  in connection  with a proceeding  (or part
    thereof)  initiated  by such  person  (except  with  respect to  proceedings
    seeking to enforce rights to indemnification  pursuant to paragraph F), only
    if such  proceeding  (or part  thereof) was  authorized by a majority of the
    Continuing Directors.

        C.  Indemnification for Costs, Charges and Expenses of Successful Party.
    Notwithstanding  the other provisions of this Article TWELFTH, to the extent
    that a  director,  officer,  employee or agent of the  Corporation  has been
    successful on the merits or otherwise,  including,  without limitation,  the
    dismissal of an action without prejudice,  in defense of any action, suit or
    proceeding  referred to in paragraphs A and B of this Article TWELFTH, or in
    defense  of any  claim,  issue  or  matter  therein,  such  person  shall be
    indemnified against all costs,  charges and expenses  (including  attorneys'
    fees)  actually and  reasonably  incurred by such person or on such person's
    behalf in connection therewith.

        D. Determination of Right to Indemnification.  Any indemnification under
    paragraphs A and B of this Article  TWELFTH shall be made by the Corporation
    as authorized in the specific case upon a determination  (i) by the Board of
    Directors  by a  majority  vote of a quorum  of the  directors  who were not
    parties to such action, suit or proceeding,  or (ii) if such a quorum is not
    obtainable,   or,  even  if  obtainable,  if  a  majority  of  a  quorum  of
    disinterested  directors  so  directs,  by  independent  legal  counsel in a
    written opinion that  indemnification of the person seeking  indemnification
    is  proper in the  circumstances  because  he or she has met the  applicable
    standard of conduct set forth in paragraphs A and B of this Article TWELFTH.
    Should  a  determination   be  made  by  the   Corporation   hereunder  that
    indemnification  is not proper in the  circumstances,  a court may order the
    Corporation  to make  indemnification  pursuant to paragraphs A or B of this
    Article TWELFTH.

        E. Advance of Costs,  Charges and Expenses.  Costs, charges and expenses
    (including  attorneys' fees and related  disbursement)  incurred by a person
    referred to in paragraphs A or B of the Article TWELFTH in defending a civil
    or criminal action, suit or proceeding shall be paid

                                      II-5
by the Corporation in advance of the final disposition of such action,  suit
    or proceeding,  provided,  however, that, if the Delaware Corporation Law so
    requires, the payment of such expenses incurred by an officer or director of
    the  Corporation in his or her capacity as a director or officer (and not in
    any other  capacity in which service was or is rendered by such person while
    a director or officer, including without limitation,  service to an employee
    benefit plan) in advance of the final  disposition  of such action,  suit or
    proceeding shall be made only upon receipt of an undertaking by or on behalf
    of the  director  or officer to repay all  amounts so  advanced  if it shall
    ultimately be determined that such director or officer is not entitled to be
    indemnified  by the  Corporation  as authorized in this Article  TWELFTH.  A
    majority of the  Continuing  Directors  may, upon approval of an indemnified
    person, authorize the Corporation's counsel to represent such person, in any
    action,  suit or  proceeding,  whether or not the  Corporation is a party to
    such action, suit or proceeding.

        F. Procedure for  Indemnification;  Right of Claimant to Bring Suit. Any
    indemnification  under  paragraphs A, B and C, or advance of costs,  charges
    and  expenses  under  paragraph  E of this  Article  TWELFTH,  shall be made
    promptly,  and in any event within 60 days (or in the case of any advance of
    costs,  charges and expenses  under  paragraph E, within 20 days),  upon the
    written request of the person referred to in such  paragraphs.  The right to
    indemnification  or advances  as granted by this  Article  TWELFTH  shall be
    enforceable  by the persons  referred to in  paragraphs A, B, C and E in any
    court of competent jurisdiction,  if the Corporation denies such request, in
    whole or in part, or if no disposition thereof is made within the applicable
    time period specified in the preceding sentence hereof.  The costs,  charges
    and  expenses  incurred by a person  referred to in paragraph A or B of this
    Article  TWELFTH in connection  with  successfully  establishing  his or her
    right to indemnification, in whole or in part, in any such action shall also
    be indemnified by the Corporation.  It shall be a defense to any such action
    (other  than an action  brought to enforce a claim for the advance of costs,
    charges and expenses under  paragraph E of this Article  TWELFTH,  where the
    required undertaking, if any, has been received by the Corporation) that the
    claimant has not met the standard of conduct set forth in  paragraphs A or B
    of this Article TWELFTH,  but the burden of proving such defense shall be on
    the Corporation. Neither the failure of the Corporation (including its Board
    of Directors,  its independent legal counsel,  and its stockholders) to have
    made  a  determination  prior  to  the  commencement  of  such  action  that
    indemnification  of the claimant is proper in the circumstances  because the
    claimant has met the applicable  standard of conduct set forth in paragraphs
    A or B of this Article  TWELFTH,  nor the fact that there has been an actual
    determination  by the  Corporation  (including its Board of Directors or its
    independent  legal  counsel)  that the claimant has not met such  applicable
    standard  of  conduct,  shall  be a  defense  to  the  action  or  create  a
    presumption  that  the  claimant  has  not met the  applicable  standard  of
    conduct.

        G.  Other  Rights:   Continuation  of  Right  to  Indemnification.   The
    indemnification and advancement of expenses provided by this Article TWELFTH
    shall not be deemed  exclusive of any other rights to which a person seeking
    indemnification  or  advancement  of expenses may be entitled  under any law
    (common  or   statutory),   bylaw,   agreement,   vote  of   stockholder  or
    disinterested  directors or  otherwise,  both as to action in such  person's
    official  capacity and as to action in another capacity while holding office
    or while  employed  by or  acting  as  agent  for the  Corporation,  and the
    indemnification and advancement of expenses provided by this Article TWELFTH
    shall continue as to a person who has ceased to serve in a capacity referred
    to in paragraph A or B and shall inure to the benefit of the estate,  heirs,
    executors  and  administrators  of such  person.  Nothing  contained in this
    Article  TWELFTH  shall  be  deemed  to  prohibit,  and the  Corporation  is
    specifically  authorized to enter into,  agreements  between the Corporation
    and  directors,  officers,  employees  or agents  providing  indemnification
    rights and procedures different

                                      II-6
from those set forth herein. All rights to  indemnification  and advancement
    of  expenses  under this  Article  TWELFTH  shall be deemed to be a contract
    between the  Corporation  and each person referred to in paragraph A or B of
    this Article TWELFTH who serves or served in such capacity at any time while
    this  Article  TWELFTH is in  effect.  Any  repeal or  modification  of this
    Article TWELFTH or any repeal or modification of relevant  provisions of the
    Delaware  Corporation Law or any other  applicable laws shall not in any way
    diminish  any  rights  to  indemnification  of  any  person  referred  to in
    paragraph  A or B  of  this  Article  TWELFTH  or  the  obligations  of  the
    Corporation arising hereunder with respect to any action, suit or proceeding
    arising out of, or relating to, any actions, transactions or facts occurring
    prior to the final adoption of such modification or repeal.

        H.  Indemnification  of  Employees  and Agents of the  Corporation.  The
    Corporation  may, to the extent  authorized  from time to time by a majority
    vote of the disinterested directors,  indemnify any employee or agent of the
    Corporation  or any person  who is or was  serving or has agreed to serve at
    the request of the  Corporation as an employee or agent of any  corporation,
    including,   without   limitation,   any  Subsidiary  of  the   Corporation,
    partnership,  joint venture,  trust or other enterprise and pay the expenses
    incurred by any such person in defending  any  proceeding  in advance of its
    final  disposition,  to the fullest extent of the provisions of this Article
    TWELFTH.

        I. Insurance.  The  Corporation  may purchase and maintain  insurance on
    behalf of any  person  who is or was or has  agreed  to  become a  director,
    officer,  employee or agent of the Corporation,  or is or was serving or has
    agreed to serve at the request of the  Corporation  as a director,  officer,
    partner,  member,  trustee,   employee  or  agent  of  another  corporation,
    including,   without   limitation,   any  Subsidiary  of  the   Corporation,
    partnership,  joint venture,  trust or other  enterprise,  including service
    with  respect to employee  benefit  plans,  against any  liability  asserted
    against  such person and  incurred by such person or on his or her behalf in
    any such capacity,  or arising out of such person's status as such,  whether
    or not the Corporation would have the power to indemnify such person against
    such liability under the provisions of this Article TWELFTH.

        J. Savings  Clause.  If this Article TWELFTH or any portion hereof shall
    be  invalidated on any ground by any court of competent  jurisdiction,  then
    the  Corporation  shall  nevertheless  indemnify  each  person  referred  to
    paragraph A or B of this Article TWELFTH as to any cost,  charge and expense
    (including  attorneys'  fees  and  related  disbursements),  judgment,  fine
    (including, without limitation, ERISA excise taxes and penalties) and amount
    paid in settlement with respect to any action,  suit or proceeding;  whether
    civil, criminal, administrative or investigative,  including an action by or
    in the  right  of the  Corporation,  to the  full  extent  permitted  by any
    applicable  portion  of this  Article  TWELFTH  that  shall  not  have  been
    invalidated and to the full extent permitted by applicable law.

        K. Subsequent Legislation.  If the Delaware Corporation Law is hereafter
    amended to further expand the indemnification  permitted to persons referred
    to in paragraphs A and B of this Article TWELFTH then the Corporation  shall
    indemnify  such  persons to the fullest  extent  permitted  by the  Delaware
    Corporation Law, as so amended.

    Charter One has  purchased  director and officer  liability  insurance  that
insures  directors and officers  against certain  liabilities in connection with
the performance of their duties as directors and officers, and that provides for
payment to Charter One of costs incurred by it in indemnifying its directors and
officers.

                                      II-7
Item 7.    Exemption from Registration Claimed.

    Not applicable.

Item 8.    Exhibits.

    See the Index to Exhibits to this Registration Statement.

Item 9.    Undertakings.

    (a)  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  clauses  (i) and (ii) do not  apply if the
         information  required to be included in a  post-effective  amendment by
         those clauses is contained in periodic  reports filed with or furnished
         to the Securities and Exchange Commission by the Registrant pursuant to
         Section  13 or  Section  15(d)  of the  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.

         (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.

         (4) To submit,  if it has not already done so, the Plan to the Internal
        Revenue  Service in a timely manner and to make all changes  required in
        order to qualify  the Plan under  Section  401 of the  Internal  Revenue
        Code.

    (b) 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 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.

                                      II-8
(c) 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  the  foregoing  provisions,   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 Act
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 Act and will be governed by the final adjudication of
such issue.

                                      II-9
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Cleveland, State of Ohio, on December 31, 1998.

CHARTER ONE FINANCIAL, INC.

By: /s/ CHARLES JOHN KOCH
    -----------------------------------------
    Charles John Koch, Chairman of the Board,
      President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         We, the undersigned  directors and officers of the  Registrant,  hereby
severally  appoint Charles John Koch,  Richard W. Neu and Robert J. Vana, or any
of them, our true and lawful  attorneys and agents,  to do any and all things in
our names in the  capacities  indicated  below  which  said  Charles  John Koch,
Richard W. Neu or Robert J. Vana may deem  necessary  or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the Registration  Statement on Form S-8 relating to the offering
of the Registrant's common stock,  including  specifically,  but not limited to,
power  and  authority  to sign for us in our names in the  capacities  indicated
below  in  this  Registration  Statement,  any  and  all  amendments  (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that said Charles John Koch, Richard W. Neu or Robert J. Vana shall lawfully
do or cause to be done by virtue thereof.

Signature

/s/CHARLES JOHN KOCH                              Date: December 31, 1998
------------------------------------------             ------------------
Charles John Koch, Chairman of the Board
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)

/s/RICHARD W. NEU                                 Date: December 31, 1998
------------------------------------------             ------------------
Richard W. Neu
Director and Chief Financial Officer
(Principal Financial Officer)

/s/EUGENE B. CARROLL, SR.                         Date: December 31, 1998
------------------------------------------             ------------------
Eugene B. Carroll, Sr., Director

                                      II-10
Date:
------------------------------------------             ------------------
Herbert G. Chorbajian,  Director

/s/PHILLIP W. FISHER                              Date: December 31, 1998
------------------------------------------             ------------------
Phillip W. Fisher, Director

/s/DENISE M. FUGO                                 Date: December 31, 1998
------------------------------------------             ------------------
Denise M. Fugo, Director

/s/MARK D. GROSSI                                 Date: December 31, 1998
------------------------------------------             ------------------
Mark D. Grossi, Director

/s/CHARLES M. HEIDEL                              Date: December 31, 1998
------------------------------------------             ------------------
Charles M. Heidel, Director

                                                  Date:
------------------------------------------             ------------------
Karen R. Hitchcock, Director

/s/JOHN D. KOCH                                   Date: December 31, 1998
------------------------------------------             ------------------
John D. Koch, Director

/s/MICHAEL P. MORLEY                              Date: December 31, 1998
------------------------------------------             ------------------
Michael P. Morley, Director

/s/HENRY R. NOLTE, JR.                            Date: December 31, 1998
------------------------------------------             ------------------
Henry R. Nolte, Jr., Director

/s/RONALD F. POE                                  Date: December 31, 1998
------------------------------------------             ------------------
Ronald F. Poe, Director

/s/VICTOR A. PTAK                                 Date: December 31, 1998
------------------------------------------             ------------------
Victor A. Ptak, Director

/s/ MELVIN J. RACHAL                              Date: December 31, 1998
------------------------------------------             ------------------
Melvin J. Rachal, Director

/s/JEROME L. SCHOSTAK                             Date: December 31, 1998
------------------------------------------             ------------------
Jerome L. Schostak, Director

/s/MARK SHAEVSKY                                  Date: December 31, 1998
------------------------------------------             ------------------
Mark Shaevsky, Director

/s/LEONARD S. SIMON                               Date: December 31, 1998
------------------------------------------             ------------------
Leonard S. Simon, Director.

/s/JOHN P. TIERNEY                                Date: December 31, 1998
------------------------------------------             ------------------
John P. Tierney, Director.

/s/ERESTEEN R. WILLIAMS                           Date: December 31, 1998
------------------------------------------             ------------------
Eresteen R. Williams, Director

                                      II-11
INDEX TO EXHIBITS

  Exhibit
  Number                          Description of Exhibits
--------------------------------------------------------------------------------

4.1         Certificate   of  Amendment  of  Second   Restated   Certificate  of
            Incorporation  of Charter One Financial,  Inc. filed on December 24,
            1998 as Exhibit 4.3 to the  Registrant's  Registration  Statement on
            Form S-8 (File No. 333-65137), is incorporated herein by reference.

4.2         Certificate   of  Amendment  of  Second   Restated   Certificate  of
            Incorporation of Charter One Financial, Inc., filed on July 28, 1998
            as Exhibit 3.1 to  Registrant's  Registration  Statement on Form S-4
            (File No. 333-60045), is incorporated herein by reference.

4.3         Second  Restated   Certificate  of   Incorporation  of  Charter  One
            Financial,  Inc.,  filed on  November  15,  1995 as  Exhibit  4.1 to
            Registrant's Current  Report  on Form 8-K  (File No. 000-16311),  is
            incorporated herein be reference.

4.4         Bylaws of Charter One  Financial,  Inc., as amended and currently in
            effect,  filed on  August  8, 1997 as  exhibit  3.2 to  Registrant's
            Registration  Statement  on  form  S-4  (File  No.  333-33169),   is
            incorporated herein by reference.

4.5         Form of  Certificate  of Common Stock,  filed on January 22, 1988 as
            Exhibit 4.2 to Registrant's Registration Statement on Form S-1 (File
            No. 33-16207), is incorporated herein by reference.

4.6         Shareholder  Rights  Agreement  dated  November  21,  1989,  between
            Charter One and First National Bank of Boston, as amended on May 26,
            1995,  filed as Exhibit 4.2 to Registrant's  Report on Form 10-K for
            the fiscal year ended  December  31,  1994 and  December  31,  1995,
            respectively, is incorporated herein by reference.

5.1         Opinion of Silver, Freedman & Taff, L.L.P.

5.2         Undertaking  that Charter One has  submitted or will submit the Plan
            to the Internal  Revenue  Service to qualify the Plan under  Section
            401 of the Internal Revenue Code.
            (Included in Item 9)

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of KPMG Peat Marwick, L.L.P.

23.3        Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5.1)

24          Power of Attorney (contained on signature page)

                                      II-12