content: Registration No. 333-______
  
      As filed with the Securities and Exchange Commission on November 29, 2006
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                         First Niagara Financial Group, Inc.
               (Exact Name of Registrant as Specified in its Charter)
  
             Delaware                                      42-1556195
  (State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or Organization)
  
                               6950 South Transit Road
                                    P.O. Box 514
                            Lockport, New York 14095-0514
                      (Address of Principal Executive Offices)
  
                                  Paul J. Kolkmeyer
                               6950 South Transit Road
                                    P.O. Box 514
                            Lockport, New York 14095-0514
                       (Name and Address of Agent for Service)
  
                             --------------------------
  
              Amended and Restated First Niagara Financial Group, Inc.
                     2002 Long-Term Incentive Stock Benefit Plan
                              (Full Title of the Plan)
  
                                     Copies to:
  
            Paul J. Kolkmeyer                         Marc P. Levy, Esquire
  President and Chief Executive Officer           Luse Gorman Pomerenk & Schick
  First Niagara Financial Group, Inc.              A Professional Corporation
  6950 South Transit Road, P.O. Box 514       5335 Wisconsin Ave., N.W., Suite 400
      Lockport, New York 14095-0514                  Washington, D.C.  20015
             (716) 625-7500                              (202) 274-2000
      (Name, Address and Telephone
       Number of Agent for Service)
  
                             --------------------------
  
        If any of the securities being registered on this Form are to be offered
  on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
  of 1933 check the following box. :
  
  <PAGE>
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==============================================================================================================
           Title of                                     Proposed               Proposed
          Securities                Amount               Maximum                Maximum               Amount of
            to be                   to be            Offering Price            Aggregate            Registration
          Registered            Registered (1)          Per Share           Offering Price               Fee
  --------------------------------------------------------------------------------------------------------------
  <S>                           <C>                    <C>                    <C>                      <C>
  Common stock, par value
  $0.01 per share                590,507 (2)           $14.16 (3)             $ 8,361,579              $  895
  --------------------------------------------------------------------------------------------------------------
  Common stock, par value
  $0.01 per share               5,271,524 (4)          $14.34 (5)             $75,593,654              $8,089
  --------------------------------------------------------------------------------------------------------------
           Totals                 5,862,031                                   $83,955,233              $8,984
  ==============================================================================================================
  </TABLE>
  
  ----------
  (1)   Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares reserved for issuance pursuant to
        the Amended and Restated First Niagara Financial Group, Inc. 2002
        Long-term Incentive Stock Benefit Plan (the "Stock Plan") as a result of a
        stock split, stock dividend or similar adjustment of the outstanding
        common stock of First Niagara Financial Group, Inc. pursuant to 17 C.F.R.
        Section 230.416(a).
  (2)   Represents the number of shares of common stock currently reserved for
        issuance under the Stock Plan for any stock options that have been
        granted.
  (3)   Determined by the exercise price of options pursuant to 17 C.F.R. Section
        230.457(h)(1).
  (4)   Represents the number of shares of common stock currently reserved for
        issuance under the Stock Plan for any future stock option grants and
        future stock awards.
  (5)   Determined by reference to the average of the high and low prices reported
        on the NASDAQ Global Market of the common stock on November 27, 2006,
        pursuant to 17 C.F.R. Section 230.457(c).
  
        This Registration Statement shall become effective upon filing in
  accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
  230.462.
  
  PART I.
  
  Items 1 and 2. Plan Information and Registrant Information and Employee Plan
  Annual Information
  
        The documents containing the information specified in Part I of Form S-8
  have been or will be sent or given to participants in the Amended and Restated
  First Niagara Financial Group, Inc. 2002 Long-term Incentive Stock Benefit Plan
  (the "Stock 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 documents are not being filed with the Commission, but constitute
  (along with the documents incorporated by reference into this 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.
  
  Item 3. Incorporation of Documents by Reference
  
        The following documents previously or concurrently filed by First Niagara
  Financial Group, Inc., a Delaware corporation (the "Company") with the
  Commission are hereby incorporated by reference in this Registration Statement:
  
  
                                         2
  <PAGE>
  
        a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 2005 (Commission File No. 000-23975), filed with the Commission on
  March 15, 2006 pursuant to Section 13(a) of the Securities and Exchange Act of
  1934, as amended (the "Exchange Act");
  
        b) All other reports filed by the Company pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
  of the year covered by the Annual Report on Form 10-K referred to in (a) above;
  and
  
        c) The description of the Company's common stock contained in the
  Registration Statement on Form 8-A filed with the Commission on January 15, 2003
  (Commission File No. 000-23975).
  
        All documents subsequently filed by the Company 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 to be a part 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 therein shall be deemed to
  be modified or superseded for purposes of this Registration Statement and the
  Annual Report on Form 10-K 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 Annual Report on Form 10-K.
  
        The Company shall furnish without charge to each person to whom the Annual
  Report is delivered, on the written or oral request of such person, a copy of
  any or all of the documents incorporated by reference, other than exhibits to
  such documents (unless such exhibits are specifically incorporated by reference
  to the information that is incorporated). Requests should be directed to Ann M.
  Segarra, First Niagara Financial Group, Inc., 6950 South Transit Road, P.O. Box
  514, Lockport, New York 14095-0514, telephone number (716) 625-7509.
  
        All information appearing in this Registration Statement and the Annual
  Report on Form 10-K 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
  
        None.
  
  Item 6. Indemnification of Directors and Officers
  
        Articles TENTH and ELEVENTH of the Certificate of Incorporation of the
  Company set forth circumstances under which directors, officers, employees and
  agents of the Company may be insured or indemnified against liability which they
  incur in their capacities as such:
  
        TENTH:
  
        A. Each person who was or is made a party or is threatened to be made a
  party to or is otherwise involved in any action, suit or proceeding, whether
  civil, criminal, administrative or investigative (hereinafter a "proceeding"),
  by reason of the fact that he or she is or was a Director or an Officer of the
  Corporation or is or was serving at the request of the Corporation as a
  Director, Officer, employee or agent of another corporation or of a partnership,
  joint venture, trust or other enterprise, including service with respect to an
  employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
  proceeding is alleged action in an official capacity as a Director, Officer,
  employee or agent or in any other capacity while serving as a Director, Officer,
  
  
                                         3
  <PAGE>
  
  employee or agent, shall be indemnified and held harmless by the Corporation to
  the fullest extent authorized by the Delaware General Corporation Law, as the
  same exists or may hereafter be amended (but, in the case of any such amendment,
  only to the extent that such amendment permits the Corporation to provide
  broader indemnification rights than such law permitted the Corporation to
  provide prior to such amendment), against all expense, liability and loss
  (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
  and amounts paid in settlement) reasonably incurred or suffered by such
  indemnitee in connection therewith; provided, however, that, except as provided
  in Section C hereof with respect to proceedings to enforce rights to
  indemnification, the Corporation shall indemnify any such indemnitee in
  connection with a proceeding (or part thereof) initiated by such indemnitee only
  if such proceeding (or part thereof) was authorized by the Board of Directors of
  the Corporation.
  
        B. The right to indemnification conferred in Section A of this Article
  TENTH shall include the right to be paid by the Corporation the expenses
  incurred in defending any such proceeding in advance of its final disposition
  (hereinafter an "advancement of expenses"); provided, however, that, if the
  Delaware General Corporation Law requires, an advancement of expenses incurred
  by an indemnitee 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 indemnitee,
  including, without limitation, services to an employee benefit plan) shall be
  made only upon delivery to the Corporation of an undertaking (hereinafter an
  "undertaking"), by or on behalf of such indemnitee, to repay all amounts so
  advanced if it shall ultimately be determined by final judicial decision from
  which there is no further right to appeal (hereinafter a "final adjudication")
  that such indemnitee is not entitled to be indemnified for such expenses under
  this Section or otherwise. The rights to indemnification and to the advancement
  of expenses conferred in Sections A and B of this Article TENTH shall be
  contract rights and such rights shall continue as to an indemnitee who has
  ceased to be a Director, Officer, employee or agent and shall inure to the
  benefit of the indemnitee's heirs, executors and administrators.
  
        C. If a claim under Section A or B of this Article TENTH is not paid in
  full by the Corporation within sixty (60) days after a written claim has been
  received by the Corporation, except in the case of a claim for an advancement of
  expenses, in which case the applicable period shall be twenty (20) days, the
  indemnitee may at any time thereafter bring suit against the Corporation to
  recover the unpaid amount of the claim. If successful in whole or in part in any
  such suit, or in a suit brought by the Corporation to recover an advancement of
  expenses pursuant to the terms of an undertaking, the indemnitee shall be
  entitled to be paid also the expenses of prosecuting or defending such suit. In
  (i) any suit brought by the indemnitee to enforce a right to indemnification
  hereunder (but not in a suit brought by the indemnitee to enforce a right to an
  advancement of expenses) it shall be a defense that, and (ii) in any suit by the
  Corporation to recover an advancement of expenses pursuant to the terms of an
  undertaking the Corporation shall be entitled to recover such expenses upon a
  final adjudication that, the indemnitee has not met any applicable standard for
  indemnification set forth in the Delaware General Corporation Law. Neither the
  failure of the Corporation (including its Board of Directors, independent legal
  counsel, or its stockholders) to have made a determination prior to the
  commencement of such suit that indemnification of the indemnitee is proper in
  the circumstances because the indemnitee has met the applicable standard of
  conduct set forth in the Delaware General Corporation Law, nor an actual
  determination by the Corporation (including its Board of Directors, independent
  legal counsel, or its stockholders) that the indemnitee has not met such
  applicable standard of conduct, shall create a presumption that the indemnitee
  has not met the applicable standard of conduct or, in the case of such a suit
  brought by the indemnitee, be a defense to such suit. In any suit brought by the
  indemnitee to enforce a right to indemnification or to an advancement of
  expenses hereunder, or by the Corporation to recover an advancement of expenses
  pursuant to the terms of an undertaking, the burden of proving that the
  indemnitee is not entitled to be indemnified, or to such advancement of
  expenses, under this Article TENTH or otherwise, shall be on the Corporation.
  
        D. The rights to indemnification and to the advancement of expenses
  conferred in this Article TENTH shall not be exclusive of any other right which
  any person may have or hereafter acquire under any statute, the Corporation's
  Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
  disinterested directors or otherwise.
  
        E. The Corporation may maintain insurance, at its expense, to protect
  itself and any Director, Officer, employee or agent of the Corporation or
  another corporation, partnership, joint venture, trust or other enterprise
  against any expense, liability or loss, whether or not the Corporation would
  have the power to indemnify such person against such expense, liability or loss
  under the Delaware General Corporation Law.
  
  
                                         4
  <PAGE>
  
        F. The Corporation may, to the extent authorized from time to time by the
  Board of Directors, grant rights to indemnification and to the advancement of
  expenses to any employee or agent of the Corporation to the fullest extent of
  the provisions of this Article TENTH with respect to the indemnification and
  advancement of expenses of directors and officers of the Corporation.
  
        ELEVENTH:
  
        A Director of this Corporation shall not be personally liable to the
  Corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a Director, except for liability (i) for any breach of the Director's
  duty of loyalty to the Corporation or its stockholders, (ii) for acts or
  omissions not in good faith or which involve intentional misconduct or a knowing
  violation of law, (iii) under Section 174 of the Delaware General Corporation
  Law, or (iv) for any transaction from which the Director derived an improper
  personal benefit. If the Delaware General Corporation Law is amended to
  authorize corporate action further eliminating or limiting the personal
  liability of Directors, then the liability of a Director of the Corporation
  shall be eliminated or limited to the fullest extent permitted by the Delaware
  General Corporation Law, as so amended.
  
        Any repeal or modification of the foregoing paragraph by the stockholders
  of the Corporation shall not adversely affect any right or protection of a
  Director of the Corporation existing at the time of such repeal or modification.
  
  Item 7. Exemption From Registration Claimed.
  
        Not applicable.
  
  Item 8. List of Exhibits.
  
  Regulation                                             Reference to Prior Filing
  S-K Exhibit                                             or Exhibit No. attached
    Number                  Document                              hereto
  ----------                --------                     -------------------------
  
      4        Form of Common Stock Certificate                      *
  
      5        Opinion of Luse Gorman Pomerenk &                 Exhibit 5
               Schick, A Professional Corporation
  
      10       Amended and Restated First Niagara                    **
               Financial Group, Inc. 2002 Long-term
               Incentive Stock Benefit Plan
  
     23.1      Consent of Luse Gorman Pomerenk &            Contained in Exhibit 5
               Schick, A Professional Corporation
  
     23.2      Consent of KPMG LLP                               Exhibit 23.2
  
      24       Power of Attorney                            Contained on Signature
                                                                     Page
  
  ----------
  *     Incorporated by reference to Exhibit 4.2 to the Registration Statement on
        Form S-1 (Commission File No. 333-99737) originally filed by the Company
        under the Securities Act of 1933 with the Commission on September 18,
        2002, and all amendments or reports filed for the purpose of updating such
        description.
  **    Incorporated by reference to the Company's Proxy Statement (Commission
        File No. 000-23975) relating to the Company's May 3, 2005 annual meeting
        of stockholders, filed with the Commission on March 25, 2005.
  
  
                                         5
  <PAGE>
  
  Item 9. Undertakings
  
        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 to include any material
  information with respect to the plan distribution not previously disclosed in
  this Registration Statement or any material change to such information in this
  Registration Statement;
  
        2. That, for the purpose of determining any liability under the Securities
  Act of 1933, each such post-effective amendment shall be deemed to be a new
  Registration Statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof;
  
        3. To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of the
  Plan;
  
        4. 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 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; and
  
        5. 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.
  
  
                                         6
  <PAGE>
  
                                     SIGNATURES
  
        The Registrant. Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement on Form S-8 to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Town of Lockport, State of New
  York, on this 28th day of November, 2006.
  
                                         FIRST NIAGARA FINANCIAL GROUP, INC.
  
  
                                         By: /s/ Paul J. Kolkmeyer
                                             -------------------------------------
                                             Paul J. Kolkmeyer
                                             President and Chief Executive Officer
                                             (Duly Authorized Representative)
  
                                  POWER OF ATTORNEY
  
        We, the undersigned directors and officers of First Niagara Financial
  Group, Inc. (the "Company") hereby severally constitute and appoint Paul J.
  Kolkmeyer as our true and lawful attorney and agent, to do any and all things in
  our names in the capacities indicated below which said Paul J. Kolkmeyer may
  deem necessary or advisable to enable the Company to comply with the Securities
  Act of 1933, and any rules, regulations and requirements of the Securities and
  Exchange Commission, in connection with the registration of common stock
  underlying the Amended and Restated First Niagara Financial Group, Inc. 2002
  Long-term Incentive Stock Benefit Plan, including specifically, but not limited
  to, power and authority to sign for us in our names in the capacities indicated
  below the registration statement and any and all amendments (including
  post-effective amendments) thereto; and we hereby approve, ratify and confirm
  all that said Paul J. Kolkmeyer shall do or cause to be done by virtue thereof.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement on Form S-8 has been signed by the following persons in
  the capacities and on the date indicated.
  
        Signatures                        Title                        Date
        ----------                        -----                        ----
  
  
  /s/ Paul J. Kolkmeyer        President, Chief Executive        November 28, 2006
  --------------------------   Officer and Director
  Paul J. Kolkmeyer            (Principal Executive Officer)
  
  
  
  /s/ John R. Koelmel          Executive Vice President,         November 28, 2006
  --------------------------   Chief Financial Officer
  John R. Koelmel              (Principal Financial and
                               Accounting Officer)
  
  
  
  /s/ John J. Bisgrove, Jr.    Director                          November 28, 2006
  --------------------------
  John J. Bisgrove, Jr.
  
  
  /s/ G. Thomas Bowers         Director                          November 28, 2006
  --------------------------
  G. Thomas Bowers
  
  <PAGE>
  
        Signatures                        Title                        Date
        ----------                        -----                        ----
  
  
  /s/ Daniel J. Hogarty, Jr.   Vice Chairman                     November 28, 2006
  --------------------------
  Daniel J. Hogarty, Jr.
  
  
  /s/ William H Jones          Vice Chairman                     November 28, 2006
  --------------------------
  William H. Jones
  
  
  /s/ Daniel W. Judge          Director                          November 28, 2006
  --------------------------
  Daniel W. Judge
  
  
  /s/ Sharon D. Randaccio      Director                          November 28, 2006
  --------------------------
  Sharon D. Randaccio
  
  
  /s/ Robert G. Weber          Chairman                          November 28, 2006
  --------------------------
  Robert G. Weber
  
  
  /s/ Louise Woerner           Director                          November 28, 2006
  --------------------------
  Louise Woerner
  
  
  /s/ David M. Zebro           Director                          November 28, 2006
  --------------------------
  David M. Zebro
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit Number   Description
  --------------   -----------
  
        4          Form of Common Stock Certificate*
  
        5          Opinion of Luse Gorman Pomerenk & Schick, A Professional
                   Corporation
  
        10         Amended and Restated First Niagara Financial Group, Inc. 2002
                   Long-term Incentive Stock Benefit Plan**
  
        23.1       Consent of Luse Gorman Pomerenk & Schick, A Professional
                   Corporation***
  
        23.2       Consent of KPMG LLP
  
        24         Power of Attorney (contained in the signature page to this
                   Registration Statement).
  
  ----------
  *     Incorporated by reference to Exhibit 4.2 to the Registration Statement on
        Form S-1 (Commission File No. 333-99737) originally filed by the Company
        under the Securities Act of 1933 with the Commission on September 18,
        2002, and all amendments or reports filed for the purpose of updating such
        description.
  **    Incorporated by reference to the Company's Proxy Statement relating to the
        Company's May 3, 2005 annual meeting of stockholders, filed with the
        Commission on March 25, 2005 (Commission File No. 000-23975).
  ***   Contained in Exhibit 5.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "e601292_s8-fnfg.txt", "secsgml_size_bytes": 27121}]
metadata_filer: {"company-data": {"conformed-name": "FIRST NIAGARA FINANCIAL GROUP INC", "cik": "0001051741", "assigned-sic": "6036", "irs-number": "161545669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139004", "film-number": "061245912"}, "business-address": {"street1": "6950 SOUTH TRANSIT ROAD", "street2": "PO BOX 514", "city": "LOCKPORT", "state": "NY", "zip": "14095", "phone": "7166257500"}, "mail-address": {"street1": "6950 SOUTH TRANSIT ROAD", "street2": "PO BOX 514", "city": "LOCKPORT", "state": "NY", "zip": "14095"}, "former-company": {"former-conformed-name": "NIAGARA BANCORP INC", "date-changed": "19971218"}}
text: Registration No. 333-______
  
      As filed with the Securities and Exchange Commission on November 29, 2006
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                         First Niagara Financial Group, Inc.
               (Exact Name of Registrant as Specified in its Charter)
  
             Delaware                                      42-1556195
  (State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or Organization)
  
                               6950 South Transit Road
                                    P.O. Box 514
                            Lockport, New York 14095-0514
                      (Address of Principal Executive Offices)
  
                                  Paul J. Kolkmeyer
                               6950 South Transit Road
                                    P.O. Box 514
                            Lockport, New York 14095-0514
                       (Name and Address of Agent for Service)
  
                             --------------------------
  
              Amended and Restated First Niagara Financial Group, Inc.
                     2002 Long-Term Incentive Stock Benefit Plan
                              (Full Title of the Plan)
  
                                     Copies to:
  
            Paul J. Kolkmeyer                         Marc P. Levy, Esquire
  President and Chief Executive Officer           Luse Gorman Pomerenk & Schick
  First Niagara Financial Group, Inc.              A Professional Corporation
  6950 South Transit Road, P.O. Box 514       5335 Wisconsin Ave., N.W., Suite 400
      Lockport, New York 14095-0514                  Washington, D.C.  20015
             (716) 625-7500                              (202) 274-2000
      (Name, Address and Telephone
       Number of Agent for Service)
  
                             --------------------------
  
        If any of the securities being registered on this Form are to be offered
  on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
  of 1933 check the following box. :
  CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
           Title of                                     Proposed               Proposed
          Securities                Amount               Maximum                Maximum               Amount of
            to be                   to be            Offering Price            Aggregate            Registration
          Registered            Registered (1)          Per Share           Offering Price               Fee
  --------------------------------------------------------------------------------------------------------------
  Common stock, par value
  $0.01 per share                590,507 (2)           $14.16 (3)             $ 8,361,579              $  895
  --------------------------------------------------------------------------------------------------------------
  Common stock, par value
  $0.01 per share               5,271,524 (4)          $14.34 (5)             $75,593,654              $8,089
  --------------------------------------------------------------------------------------------------------------
           Totals                 5,862,031                                   $83,955,233              $8,984
  ==============================================================================================================
  ----------
  (1)   Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares reserved for issuance pursuant to
        the Amended and Restated First Niagara Financial Group, Inc. 2002
        Long-term Incentive Stock Benefit Plan (the "Stock Plan") as a result of a
        stock split, stock dividend or similar adjustment of the outstanding
        common stock of First Niagara Financial Group, Inc. pursuant to 17 C.F.R.
        Section 230.416(a).
  (2)   Represents the number of shares of common stock currently reserved for
        issuance under the Stock Plan for any stock options that have been
        granted.
  (3)   Determined by the exercise price of options pursuant to 17 C.F.R. Section
        230.457(h)(1).
  (4)   Represents the number of shares of common stock currently reserved for
        issuance under the Stock Plan for any future stock option grants and
        future stock awards.
  (5)   Determined by reference to the average of the high and low prices reported
        on the NASDAQ Global Market of the common stock on November 27, 2006,
        pursuant to 17 C.F.R. Section 230.457(c).
  
        This Registration Statement shall become effective upon filing in
  accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
  230.462.
  
  PART I.
  
  Items 1 and 2. Plan Information and Registrant Information and Employee Plan
  Annual Information
  
        The documents containing the information specified in Part I of Form S-8
  have been or will be sent or given to participants in the Amended and Restated
  First Niagara Financial Group, Inc. 2002 Long-term Incentive Stock Benefit Plan
  (the "Stock 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 documents are not being filed with the Commission, but constitute
  (along with the documents incorporated by reference into this 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.
  
  Item 3. Incorporation of Documents by Reference
  
        The following documents previously or concurrently filed by First Niagara
  Financial Group, Inc., a Delaware corporation (the "Company") with the
  Commission are hereby incorporated by reference in this Registration Statement:
  
                                         2
  a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 2005 (Commission File No. 000-23975), filed with the Commission on
  March 15, 2006 pursuant to Section 13(a) of the Securities and Exchange Act of
  1934, as amended (the "Exchange Act");
  
        b) All other reports filed by the Company pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
  of the year covered by the Annual Report on Form 10-K referred to in (a) above;
  and
  
        c) The description of the Company's common stock contained in the
  Registration Statement on Form 8-A filed with the Commission on January 15, 2003
  (Commission File No. 000-23975).
  
        All documents subsequently filed by the Company 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 to be a part 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 therein shall be deemed to
  be modified or superseded for purposes of this Registration Statement and the
  Annual Report on Form 10-K 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 Annual Report on Form 10-K.
  
        The Company shall furnish without charge to each person to whom the Annual
  Report is delivered, on the written or oral request of such person, a copy of
  any or all of the documents incorporated by reference, other than exhibits to
  such documents (unless such exhibits are specifically incorporated by reference
  to the information that is incorporated). Requests should be directed to Ann M.
  Segarra, First Niagara Financial Group, Inc., 6950 South Transit Road, P.O. Box
  514, Lockport, New York 14095-0514, telephone number (716) 625-7509.
  
        All information appearing in this Registration Statement and the Annual
  Report on Form 10-K 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
  
        None.
  
  Item 6. Indemnification of Directors and Officers
  
        Articles TENTH and ELEVENTH of the Certificate of Incorporation of the
  Company set forth circumstances under which directors, officers, employees and
  agents of the Company may be insured or indemnified against liability which they
  incur in their capacities as such:
  
        TENTH:
  
        A. Each person who was or is made a party or is threatened to be made a
  party to or is otherwise involved in any action, suit or proceeding, whether
  civil, criminal, administrative or investigative (hereinafter a "proceeding"),
  by reason of the fact that he or she is or was a Director or an Officer of the
  Corporation or is or was serving at the request of the Corporation as a
  Director, Officer, employee or agent of another corporation or of a partnership,
  joint venture, trust or other enterprise, including service with respect to an
  employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
  proceeding is alleged action in an official capacity as a Director, Officer,
  employee or agent or in any other capacity while serving as a Director, Officer,
  
                                         3
  employee or agent, shall be indemnified and held harmless by the Corporation to
  the fullest extent authorized by the Delaware General Corporation Law, as the
  same exists or may hereafter be amended (but, in the case of any such amendment,
  only to the extent that such amendment permits the Corporation to provide
  broader indemnification rights than such law permitted the Corporation to
  provide prior to such amendment), against all expense, liability and loss
  (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
  and amounts paid in settlement) reasonably incurred or suffered by such
  indemnitee in connection therewith; provided, however, that, except as provided
  in Section C hereof with respect to proceedings to enforce rights to
  indemnification, the Corporation shall indemnify any such indemnitee in
  connection with a proceeding (or part thereof) initiated by such indemnitee only
  if such proceeding (or part thereof) was authorized by the Board of Directors of
  the Corporation.
  
        B. The right to indemnification conferred in Section A of this Article
  TENTH shall include the right to be paid by the Corporation the expenses
  incurred in defending any such proceeding in advance of its final disposition
  (hereinafter an "advancement of expenses"); provided, however, that, if the
  Delaware General Corporation Law requires, an advancement of expenses incurred
  by an indemnitee 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 indemnitee,
  including, without limitation, services to an employee benefit plan) shall be
  made only upon delivery to the Corporation of an undertaking (hereinafter an
  "undertaking"), by or on behalf of such indemnitee, to repay all amounts so
  advanced if it shall ultimately be determined by final judicial decision from
  which there is no further right to appeal (hereinafter a "final adjudication")
  that such indemnitee is not entitled to be indemnified for such expenses under
  this Section or otherwise. The rights to indemnification and to the advancement
  of expenses conferred in Sections A and B of this Article TENTH shall be
  contract rights and such rights shall continue as to an indemnitee who has
  ceased to be a Director, Officer, employee or agent and shall inure to the
  benefit of the indemnitee's heirs, executors and administrators.
  
        C. If a claim under Section A or B of this Article TENTH is not paid in
  full by the Corporation within sixty (60) days after a written claim has been
  received by the Corporation, except in the case of a claim for an advancement of
  expenses, in which case the applicable period shall be twenty (20) days, the
  indemnitee may at any time thereafter bring suit against the Corporation to
  recover the unpaid amount of the claim. If successful in whole or in part in any
  such suit, or in a suit brought by the Corporation to recover an advancement of
  expenses pursuant to the terms of an undertaking, the indemnitee shall be
  entitled to be paid also the expenses of prosecuting or defending such suit. In
  (i) any suit brought by the indemnitee to enforce a right to indemnification
  hereunder (but not in a suit brought by the indemnitee to enforce a right to an
  advancement of expenses) it shall be a defense that, and (ii) in any suit by the
  Corporation to recover an advancement of expenses pursuant to the terms of an
  undertaking the Corporation shall be entitled to recover such expenses upon a
  final adjudication that, the indemnitee has not met any applicable standard for
  indemnification set forth in the Delaware General Corporation Law. Neither the
  failure of the Corporation (including its Board of Directors, independent legal
  counsel, or its stockholders) to have made a determination prior to the
  commencement of such suit that indemnification of the indemnitee is proper in
  the circumstances because the indemnitee has met the applicable standard of
  conduct set forth in the Delaware General Corporation Law, nor an actual
  determination by the Corporation (including its Board of Directors, independent
  legal counsel, or its stockholders) that the indemnitee has not met such
  applicable standard of conduct, shall create a presumption that the indemnitee
  has not met the applicable standard of conduct or, in the case of such a suit
  brought by the indemnitee, be a defense to such suit. In any suit brought by the
  indemnitee to enforce a right to indemnification or to an advancement of
  expenses hereunder, or by the Corporation to recover an advancement of expenses
  pursuant to the terms of an undertaking, the burden of proving that the
  indemnitee is not entitled to be indemnified, or to such advancement of
  expenses, under this Article TENTH or otherwise, shall be on the Corporation.
  
        D. The rights to indemnification and to the advancement of expenses
  conferred in this Article TENTH shall not be exclusive of any other right which
  any person may have or hereafter acquire under any statute, the Corporation's
  Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
  disinterested directors or otherwise.
  
        E. The Corporation may maintain insurance, at its expense, to protect
  itself and any Director, Officer, employee or agent of the Corporation or
  another corporation, partnership, joint venture, trust or other enterprise
  against any expense, liability or loss, whether or not the Corporation would
  have the power to indemnify such person against such expense, liability or loss
  under the Delaware General Corporation Law.
  
                                         4
  F. The Corporation may, to the extent authorized from time to time by the
  Board of Directors, grant rights to indemnification and to the advancement of
  expenses to any employee or agent of the Corporation to the fullest extent of
  the provisions of this Article TENTH with respect to the indemnification and
  advancement of expenses of directors and officers of the Corporation.
  
        ELEVENTH:
  
        A Director of this Corporation shall not be personally liable to the
  Corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a Director, except for liability (i) for any breach of the Director's
  duty of loyalty to the Corporation or its stockholders, (ii) for acts or
  omissions not in good faith or which involve intentional misconduct or a knowing
  violation of law, (iii) under Section 174 of the Delaware General Corporation
  Law, or (iv) for any transaction from which the Director derived an improper
  personal benefit. If the Delaware General Corporation Law is amended to
  authorize corporate action further eliminating or limiting the personal
  liability of Directors, then the liability of a Director of the Corporation
  shall be eliminated or limited to the fullest extent permitted by the Delaware
  General Corporation Law, as so amended.
  
        Any repeal or modification of the foregoing paragraph by the stockholders
  of the Corporation shall not adversely affect any right or protection of a
  Director of the Corporation existing at the time of such repeal or modification.
  
  Item 7. Exemption From Registration Claimed.
  
        Not applicable.
  
  Item 8. List of Exhibits.
  
  Regulation                                             Reference to Prior Filing
  S-K Exhibit                                             or Exhibit No. attached
    Number                  Document                              hereto
  ----------                --------                     -------------------------
  
      4        Form of Common Stock Certificate                      *
  
      5        Opinion of Luse Gorman Pomerenk &                 Exhibit 5
               Schick, A Professional Corporation
  
      10       Amended and Restated First Niagara                    **
               Financial Group, Inc. 2002 Long-term
               Incentive Stock Benefit Plan
  
     23.1      Consent of Luse Gorman Pomerenk &            Contained in Exhibit 5
               Schick, A Professional Corporation
  
     23.2      Consent of KPMG LLP                               Exhibit 23.2
  
      24       Power of Attorney                            Contained on Signature
                                                                     Page
  
  ----------
  *     Incorporated by reference to Exhibit 4.2 to the Registration Statement on
        Form S-1 (Commission File No. 333-99737) originally filed by the Company
        under the Securities Act of 1933 with the Commission on September 18,
        2002, and all amendments or reports filed for the purpose of updating such
        description.
  **    Incorporated by reference to the Company's Proxy Statement (Commission
        File No. 000-23975) relating to the Company's May 3, 2005 annual meeting
        of stockholders, filed with the Commission on March 25, 2005.
  
                                         5
  Item 9. Undertakings
  
        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 to include any material
  information with respect to the plan distribution not previously disclosed in
  this Registration Statement or any material change to such information in this
  Registration Statement;
  
        2. That, for the purpose of determining any liability under the Securities
  Act of 1933, each such post-effective amendment shall be deemed to be a new
  Registration Statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof;
  
        3. To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of the
  Plan;
  
        4. 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 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; and
  
        5. 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.
  
                                         6
  SIGNATURES
  
        The Registrant. Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement on Form S-8 to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Town of Lockport, State of New
  York, on this 28th day of November, 2006.
  
                                         FIRST NIAGARA FINANCIAL GROUP, INC.
  
                                         By: /s/ Paul J. Kolkmeyer
                                             -------------------------------------
                                             Paul J. Kolkmeyer
                                             President and Chief Executive Officer
                                             (Duly Authorized Representative)
  
                                  POWER OF ATTORNEY
  
        We, the undersigned directors and officers of First Niagara Financial
  Group, Inc. (the "Company") hereby severally constitute and appoint Paul J.
  Kolkmeyer as our true and lawful attorney and agent, to do any and all things in
  our names in the capacities indicated below which said Paul J. Kolkmeyer may
  deem necessary or advisable to enable the Company to comply with the Securities
  Act of 1933, and any rules, regulations and requirements of the Securities and
  Exchange Commission, in connection with the registration of common stock
  underlying the Amended and Restated First Niagara Financial Group, Inc. 2002
  Long-term Incentive Stock Benefit Plan, including specifically, but not limited
  to, power and authority to sign for us in our names in the capacities indicated
  below the registration statement and any and all amendments (including
  post-effective amendments) thereto; and we hereby approve, ratify and confirm
  all that said Paul J. Kolkmeyer shall do or cause to be done by virtue thereof.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement on Form S-8 has been signed by the following persons in
  the capacities and on the date indicated.
  
        Signatures                        Title                        Date
        ----------                        -----                        ----
  
  /s/ Paul J. Kolkmeyer        President, Chief Executive        November 28, 2006
  --------------------------   Officer and Director
  Paul J. Kolkmeyer            (Principal Executive Officer)
  
  /s/ John R. Koelmel          Executive Vice President,         November 28, 2006
  --------------------------   Chief Financial Officer
  John R. Koelmel              (Principal Financial and
                               Accounting Officer)
  
  /s/ John J. Bisgrove, Jr.    Director                          November 28, 2006
  --------------------------
  John J. Bisgrove, Jr.
  
  /s/ G. Thomas Bowers         Director                          November 28, 2006
  --------------------------
  G. Thomas Bowers
  Signatures                        Title                        Date
        ----------                        -----                        ----
  
  /s/ Daniel J. Hogarty, Jr.   Vice Chairman                     November 28, 2006
  --------------------------
  Daniel J. Hogarty, Jr.
  
  /s/ William H Jones          Vice Chairman                     November 28, 2006
  --------------------------
  William H. Jones
  
  /s/ Daniel W. Judge          Director                          November 28, 2006
  --------------------------
  Daniel W. Judge
  
  /s/ Sharon D. Randaccio      Director                          November 28, 2006
  --------------------------
  Sharon D. Randaccio
  
  /s/ Robert G. Weber          Chairman                          November 28, 2006
  --------------------------
  Robert G. Weber
  
  /s/ Louise Woerner           Director                          November 28, 2006
  --------------------------
  Louise Woerner
  
  /s/ David M. Zebro           Director                          November 28, 2006
  --------------------------
  David M. Zebro
  EXHIBIT INDEX
  
  Exhibit Number   Description
  --------------   -----------
  
        4          Form of Common Stock Certificate*
  
        5          Opinion of Luse Gorman Pomerenk & Schick, A Professional
                   Corporation
  
        10         Amended and Restated First Niagara Financial Group, Inc. 2002
                   Long-term Incentive Stock Benefit Plan**
  
        23.1       Consent of Luse Gorman Pomerenk & Schick, A Professional
                   Corporation***
  
        23.2       Consent of KPMG LLP
  
        24         Power of Attorney (contained in the signature page to this
                   Registration Statement).
  
  ----------
  *     Incorporated by reference to Exhibit 4.2 to the Registration Statement on
        Form S-1 (Commission File No. 333-99737) originally filed by the Company
        under the Securities Act of 1933 with the Commission on September 18,
        2002, and all amendments or reports filed for the purpose of updating such
        description.
  **    Incorporated by reference to the Company's Proxy Statement relating to the
        Company's May 3, 2005 annual meeting of stockholders, filed with the
        Commission on March 25, 2005 (Commission File No. 000-23975).
  ***   Contained in Exhibit 5.