As filed with the Securities and Exchange Commission on November 16, 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)

                        RCSB FINANCIAL, INC. NON-EMPLOYEE
                               DIRECTOR STOCK PLAN
                                       AND
                   RCSB FINANCIAL, INC. NON-EMPLOYEE DIRECTOR
                           DEFERRED COMPENSATION 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         250,000 shares         $27.91(1)         $6,977,500(1)          $1,940(1)
==============  ---------------------  ====================  ==================  ================== ======================
<FN>

(1)      Estimated in  accordance  with Rule 457(h),  calculated on the basis of
         $27.91 per share,  which was the  average of the  closing bid and asked
         prices  of the  Company  common  stock on the  Nasdaq  Stock  Market on
         November 12, 1998.
</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  RCSB  Financial,  Inc.
Non-Employee  Director  Deferred  Compensation 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
Financial,  Inc. ("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"):

         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; and October 22,
                  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

                                      II-3

<PAGE>



on, or involves  services by, such director,  officer,  employee,  or agent with
respect to an employee  benefit 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.

                                      II-5

<PAGE>


                  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
         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

                                      II-6

<PAGE>



         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
         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.

                                      II-7

<PAGE>



                  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.

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.

                                      II-8

<PAGE>



                           (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.

         (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.

         (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 November 16, 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:  November 16, 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:  November 16, 1998
-----------------------------------------
Richard W. Neu
Director and Chief Financial Officer
(Principal Financial Officer)

/s/EUGENE B. CARROLL, SR.                           Date:  November 16, 1998
-----------------------------------------
Eugene B. Carroll, Sr., Director



                                      II-10

<PAGE>



/s/PHILLIP W. FISHER                                 Date:  November 16, 1998
--------------------------------------------
Phillip W. Fisher, Director

/s/DENISE M. FUGO                                    Date:  November 5, 1998
--------------------------------------------
Denise M. Fugo, Director

/s/MARK D. GROSSI                                    Date:  November 16, 1998
--------------------------------------------
Mark D. Grossi, Director

                                                     Date:
--------------------------------------------       
Charles M. Heidel, Director

/s/CHARLES F. IPAVEC                                 Date:  November 16, 1998
--------------------------------------------
Charles F. Ipavec, Director

/s/JOHN D. KOCH                                      Date:  November 16, 1998
--------------------------------------------
John D. Koch, Director

/s/PHILIP J. MEATHE                                  Date:  November 16, 1998
--------------------------------------------
Philip J. Meathe, Director

/s/ MICHAEL P. MORLEY                                Date:  November 9, 1998
--------------------------------------------
Michael P. Morley, Director

/s/HENRY R. NOLTE, JR.                               Date:  November 16, 1998
--------------------------------------------
Henry R. Nolte, Jr., Director

/s/RONALD F. POE                                     Date:  November 16, 1998
--------------------------------------------
Ronald F. Poe, Director

/s/VICTOR A. PTAK                                    Date:  November 16, 1998
--------------------------------------------
Victor A. Ptak, Director

/s/ MELVIN J. RACHAL                                 Date:  November 16, 1998
--------------------------------------------
Melvin J. Rachal, Director

/s/JEROME L. SCHOSTAK                                Date:  November 16, 1998
--------------------------------------------
Jerome L. Schostak, Director

/s/MARK SHAEVSKY                                     Date:  November 4, 1998
--------------------------------------------
Mark Shaevsky, Director

/s/LEONARD S. SIMON                                  Date:  November 16, 1998
--------------------------------------------
Leonard S. Simon, Director.

/s/JOHN P. TIERNEY                                   Date:  November 5, 1998
--------------------------------------------
John P. Tierney, Director.

/s/ERESTEEN R. WILLIAMS                              Date:  November 16, 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 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.

4.2         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.

4.3         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.

4.4         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.

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

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)

24          Power of Attorney (contained on signature page)

                                      II-12
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 46618}]
{"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": "333-67431", "film-number": "98754173"}, "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 November 16, 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)

                        RCSB FINANCIAL, INC. NON-EMPLOYEE
                               DIRECTOR STOCK PLAN
                                       AND
                   RCSB FINANCIAL, INC. NON-EMPLOYEE DIRECTOR
                           DEFERRED COMPENSATION 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         250,000 shares         $27.91(1)         $6,977,500(1)          $1,940(1)
==============  ---------------------  ====================  ==================  ================== ======================
(1)      Estimated in  accordance  with Rule 457(h),  calculated on the basis of
         $27.91 per share,  which was the  average of the  closing bid and asked
         prices  of the  Company  common  stock on the  Nasdaq  Stock  Market on
         November 12, 1998.
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  RCSB  Financial,  Inc.
Non-Employee  Director  Deferred  Compensation 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
Financial,  Inc. ("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"):

         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; and October 22,
                  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

                                      II-3
on, or involves  services by, such director,  officer,  employee,  or agent with
respect to an employee  benefit 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.

                                      II-5
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
         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

                                      II-6
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
         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.

                                      II-7
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.

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.

                                      II-8
(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.

         (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.

         (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 November 16, 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:  November 16, 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:  November 16, 1998
-----------------------------------------
Richard W. Neu
Director and Chief Financial Officer
(Principal Financial Officer)

/s/EUGENE B. CARROLL, SR.                           Date:  November 16, 1998
-----------------------------------------
Eugene B. Carroll, Sr., Director

                                      II-10
/s/PHILLIP W. FISHER                                 Date:  November 16, 1998
--------------------------------------------
Phillip W. Fisher, Director

/s/DENISE M. FUGO                                    Date:  November 5, 1998
--------------------------------------------
Denise M. Fugo, Director

/s/MARK D. GROSSI                                    Date:  November 16, 1998
--------------------------------------------
Mark D. Grossi, Director

                                                     Date:
--------------------------------------------       
Charles M. Heidel, Director

/s/CHARLES F. IPAVEC                                 Date:  November 16, 1998
--------------------------------------------
Charles F. Ipavec, Director

/s/JOHN D. KOCH                                      Date:  November 16, 1998
--------------------------------------------
John D. Koch, Director

/s/PHILIP J. MEATHE                                  Date:  November 16, 1998
--------------------------------------------
Philip J. Meathe, Director

/s/ MICHAEL P. MORLEY                                Date:  November 9, 1998
--------------------------------------------
Michael P. Morley, Director

/s/HENRY R. NOLTE, JR.                               Date:  November 16, 1998
--------------------------------------------
Henry R. Nolte, Jr., Director

/s/RONALD F. POE                                     Date:  November 16, 1998
--------------------------------------------
Ronald F. Poe, Director

/s/VICTOR A. PTAK                                    Date:  November 16, 1998
--------------------------------------------
Victor A. Ptak, Director

/s/ MELVIN J. RACHAL                                 Date:  November 16, 1998
--------------------------------------------
Melvin J. Rachal, Director

/s/JEROME L. SCHOSTAK                                Date:  November 16, 1998
--------------------------------------------
Jerome L. Schostak, Director

/s/MARK SHAEVSKY                                     Date:  November 4, 1998
--------------------------------------------
Mark Shaevsky, Director

/s/LEONARD S. SIMON                                  Date:  November 16, 1998
--------------------------------------------
Leonard S. Simon, Director.

/s/JOHN P. TIERNEY                                   Date:  November 5, 1998
--------------------------------------------
John P. Tierney, Director.

/s/ERESTEEN R. WILLIAMS                              Date:  November 16, 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 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.

4.2         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.

4.3         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.

4.4         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.

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

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)

24          Power of Attorney (contained on signature page)

                                      II-12