Registration No. 333-______

      As filed with the Securities and Exchange Commission on May 23, 2003


                       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
                    (Address of Principal Executive Offices)

                                 William E. Swan
                      6950 South Transit Road, P.O. Box 514
                            Lockport, New York 14095
                     (Name and Address of Agent for Service)
                                ________________

           First Niagara Financial Group, Inc. 1999 Stock Option Plan
     First Niagara Financial Group, Inc. 1999 Recognition and Retention Plan
 First Niagara Financial Group, Inc. 2002 Long-Term Incentive Stock Benefit Plan
                            (Full Title of the Plans)

                                   Copies to:

           William E. Swan                        John J. Gorman, Esquire
              Chairman,                      Luse Gorman Pomerenk & Schick, P.C.
President and Chief Executive Officer       5335 Wisconsin Ave., N.W., Suite 400
 First Niagara Financial Group, Inc.              Washington, D.C.  20015
6950 South Transit Road, P.O. Box 514                  (202) 274-2000
      Lockport, New York 14095
           (716) 625-7500
    (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. [x]


<PAGE>


<TABLE>
<CAPTION>


                                           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
--------------------------------------------------------------------------------------------------------------------

<S>                          <C>                     <C>                   <C>                     <C>
Common stock, par value
$0.01 per share              3,055,708 (2)           $4.35 (3)             $13,292,330             $1,075.35
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 34,658 (4)           $13.26 (5)              $459,565                $37.18
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                843,427 (6)           $13.26 (5)             $11,183,842              $904.77
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share              1,856,048 (7)          $13.26 (5)             $24,611,196             $1,991.05
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                302,375 (8)           $11.71 (3)             $3,540,811               $286.45
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
         Totals              6,092,216                                     $53,087,744                $4,295
====================================================================================================================

<FN>
________________
(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 First Niagara  Financial Group,  Inc. 1999 Stock Option Plan (the Stock
     Option Plan"), the First Niagara Financial Group, Inc. 1999 Recognition and
     Retention  Plan (the "RRP Plan"),  and the First Niagara  Financial  Group,
     Inc. 2002 Long-Term Incentive Stock Benefit Plan ("2002 Incentive 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 Option 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 Option Plan for any future stock option grants.
(5)  Determined by reference to the fair market value of the common stock on May
     20, 2003, pursuant to 17 C.F.R. Section 230.457(c).
(6)  Represents  the number of shares of common stock (i) awarded but not vested
     and (ii) available for award under the RRP Plan.
(7)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2002  Incentive  Plan for any  future  stock  grants or
     awards.
(8)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance under the 2002 Incentive Plan for any stock options that have been
     granted.
</FN>
</TABLE>


     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.

                                       2
<PAGE>

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 Stock Option Plan, the
RRP Plan and the 2002 Incentive Plan  (collectively the "Plans") 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.  (the   "Company")  with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2002 (Commission File No. 000-23975),  filed with the Commission on
March 27, 2003 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. 0-23975).

     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
Christopher  J.  Thome,  Assistant  Vice  President  of Investor  Relations  and
Reporting Manager, First Niagara Financial Group, Inc., 6950 South Transit Road,
P.O. Box 514, Lockport, New York 14095, telephone number (716) 625-7500.

     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.

                                       3
<PAGE>

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,
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

                                       4
<PAGE>

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.

     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.

                                       5
<PAGE>

Item 8.  List of Exhibits.

<TABLE>
<CAPTION>
                                                                                          Reference to Prior Filing
 Regulation S-K                                                                            or Exhibit No. attached
 Exhibit Number                                Document                                            hereto

       <S>        <C>                                                                               <C>
       4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, P.C.                                  Exhibit 5

       10         First Niagara Financial Group, Inc. 1999 Stock Option Plan                          **

       10         First Niagara Financial Group, Inc. 1999 Recognition and Retention                  **
                  Plan

       10         First Niagara Financial Group, Inc. 2002 Long-Term Incentive Stock                 ***
                  Benefit Plan

      23.1        Consent of Luse Gorman Pomerenk & Schick, P.C                             Contained in Exhibit 5

      23.2        Consent of KPMG LLP                                                            Exhibit 23.2

       24         Power of Attorney                                                      Contained on Signature Page

<FN>
__________________

*      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 April 27, 1999 annual meeting of stockholders, originally filed by
the Company with the Commission on March 31, 1999.
***    Incorporated  by reference to the  Company's Proxy Statement  relating to
the Company's May 7, 2002 annual meeting of  stockholders,  originally  filed by
the Company with the Commission on March 27, 2002.
</FN>
</TABLE>

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

                                        6
<PAGE>

     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.

                                       7
<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 City of Lockport,  State of New
York, on this 20th day of May, 2003.

                                          FIRST NIAGARA FINANCIAL GROUP, INC.


                                          By:      /s/ William E. Swan
                                               ---------------------------------
                                               William E. Swan,
                                               Chairman, 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 William E.
Swan or 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 William
E. Swan or 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 First Niagara  Financial Group,
Inc.  1999  Stock  Option  Plan,  First  Niagara   Financial  Group,  Inc.  1999
Recognition and Retention Plan and the 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 William E. Swan or 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/ William E. Swan           Chairman, President and Chief         May 20, 2003
-------------------------     Executive Officer
William E. Swan               (Principal Executive Officer)



/s/ Paul J. Kolkmeyer         Executive Vice President,             May 20, 2003
-------------------------     Chief Operating Officer and Chief
Paul J. Kolkmeyer             Financial Officer (Principal
                              Financial and Accounting Officer)



/s/ Gordon P. Assad           Director                              May 20, 2003
-------------------------
Gordon P. Assad



/s/ John J. Bisgrove, Jr.     Director                              May 20, 2003
-------------------------
John J. Bisgrove, Jr.


<PAGE>

/s/ G. Thomas Bowers          Director                              May 20, 2003
-------------------------
G. Thomas Bowers



/s/ James W. Currie           Director                              May 20, 2003
-------------------------
James W. Currie



/s/ Daniel W. Judge           Director                              May 20, 2003
-------------------------
Daniel W. Judge



/s/ B. Thomas Mancuso         Director                              May 20, 2003
-------------------------
B. Thomas Mancuso



/s/ James Miklinski           Director                              May 20, 2003
-------------------------
James Miklinski



/s/ Sharon D. Randaccio       Director                              May 20, 2003
-------------------------
Sharon D. Randaccio



/s/ Robert G. Weber           Director                              May 20, 2003
-------------------------
Robert G. Weber



/s/ Louise Woerner            Director                              May 20, 2003
-------------------------
Louise Woerner



/s/ David M. Zebro            Director                              May 20, 2003
-------------------------
David M. Zebro




<PAGE>



                                  EXHIBIT INDEX


Exhibit Number      Description
--------------      -----------

      4             Form of Common Stock Certificate  (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).

      5             Opinion of Luse Gorman Pomerenk & Schick, P.C.

      10.1          First Niagara Financial Group, Inc. 1999 Stock Option Plan*

      10.2          First Niagara  Financial  Group,  Inc. 1999  Recognition and
                    Retention Plan*

      10.3          First Niagara Financial Group, Inc. 2002 Long-Term Incentive
                    Stock Benefit Plan**

      23.1          Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                    the opinion included as Exhibit 5).

      23.2          Consent of KPMG LLP.

      24            Power of Attorney  (contained in the signature  page to this
                    Registration  Statement).

________________
*      Incorporated by reference to the Company's  Proxy  Statement  relating to
the Company's April 27, 1999 annual meeting of stockholders, originally filed by
the Company with the Commission on March 31, 1999.
**     Incorporated  by reference  to the Company's Proxy Statement  relating to
the Company's May 7, 2002 annual meeting of  stockholders,  originally  filed by
the Company with the Commission on March 27, 2002.
[{"type": "S-8", "sequence": "1", "filename": "s8_soprrplti-0503.txt", "description": "FORM S-8 SOP, RRP & LTI", "secsgml_size_bytes": 31259}]
{"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": "333-105526", "film-number": "03718033"}, "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"}}
Registration No. 333-______

      As filed with the Securities and Exchange Commission on May 23, 2003

                       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
                    (Address of Principal Executive Offices)

                                 William E. Swan
                      6950 South Transit Road, P.O. Box 514
                            Lockport, New York 14095
                     (Name and Address of Agent for Service)
                                ________________

           First Niagara Financial Group, Inc. 1999 Stock Option Plan
     First Niagara Financial Group, Inc. 1999 Recognition and Retention Plan
 First Niagara Financial Group, Inc. 2002 Long-Term Incentive Stock Benefit Plan
                            (Full Title of the Plans)

                                   Copies to:

           William E. Swan                        John J. Gorman, Esquire
              Chairman,                      Luse Gorman Pomerenk & Schick, P.C.
President and Chief Executive Officer       5335 Wisconsin Ave., N.W., Suite 400
 First Niagara Financial Group, Inc.              Washington, D.C.  20015
6950 South Transit Road, P.O. Box 514                  (202) 274-2000
      Lockport, New York 14095
           (716) 625-7500
    (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. [x]
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              3,055,708 (2)           $4.35 (3)             $13,292,330             $1,075.35
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 34,658 (4)           $13.26 (5)              $459,565                $37.18
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                843,427 (6)           $13.26 (5)             $11,183,842              $904.77
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share              1,856,048 (7)          $13.26 (5)             $24,611,196             $1,991.05
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                302,375 (8)           $11.71 (3)             $3,540,811               $286.45
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
         Totals              6,092,216                                     $53,087,744                $4,295
====================================================================================================================
________________
(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 First Niagara  Financial Group,  Inc. 1999 Stock Option Plan (the Stock
     Option Plan"), the First Niagara Financial Group, Inc. 1999 Recognition and
     Retention  Plan (the "RRP Plan"),  and the First Niagara  Financial  Group,
     Inc. 2002 Long-Term Incentive Stock Benefit Plan ("2002 Incentive 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 Option 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 Option Plan for any future stock option grants.
(5)  Determined by reference to the fair market value of the common stock on May
     20, 2003, pursuant to 17 C.F.R. Section 230.457(c).
(6)  Represents  the number of shares of common stock (i) awarded but not vested
     and (ii) available for award under the RRP Plan.
(7)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2002  Incentive  Plan for any  future  stock  grants or
     awards.
(8)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance under the 2002 Incentive Plan for any stock options that have been
     granted.
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.

                                       2
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 Stock Option Plan, the
RRP Plan and the 2002 Incentive Plan  (collectively the "Plans") 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.  (the   "Company")  with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2002 (Commission File No. 000-23975),  filed with the Commission on
March 27, 2003 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. 0-23975).

     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
Christopher  J.  Thome,  Assistant  Vice  President  of Investor  Relations  and
Reporting Manager, First Niagara Financial Group, Inc., 6950 South Transit Road,
P.O. Box 514, Lockport, New York 14095, telephone number (716) 625-7500.

     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.

                                       3
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,
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

                                       4
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.

     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.

                                       5
Item 8.  List of Exhibits.
Reference to Prior Filing
 Regulation S-K                                                                            or Exhibit No. attached
 Exhibit Number                                Document                                            hereto
4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, P.C.                                  Exhibit 5

       10         First Niagara Financial Group, Inc. 1999 Stock Option Plan                          **

       10         First Niagara Financial Group, Inc. 1999 Recognition and Retention                  **
                  Plan

       10         First Niagara Financial Group, Inc. 2002 Long-Term Incentive Stock                 ***
                  Benefit Plan

      23.1        Consent of Luse Gorman Pomerenk & Schick, P.C                             Contained in Exhibit 5

      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  relating to
the Company's April 27, 1999 annual meeting of stockholders, originally filed by
the Company with the Commission on March 31, 1999.
***    Incorporated  by reference to the  Company's Proxy Statement  relating to
the Company's May 7, 2002 annual meeting of  stockholders,  originally  filed by
the Company with the Commission on March 27, 2002.
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

                                        6
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.

                                       7
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 City of Lockport,  State of New
York, on this 20th day of May, 2003.

                                          FIRST NIAGARA FINANCIAL GROUP, INC.

                                          By:      /s/ William E. Swan
                                               ---------------------------------
                                               William E. Swan,
                                               Chairman, 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 William E.
Swan or 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 William
E. Swan or 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 First Niagara  Financial Group,
Inc.  1999  Stock  Option  Plan,  First  Niagara   Financial  Group,  Inc.  1999
Recognition and Retention Plan and the 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 William E. Swan or 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/ William E. Swan           Chairman, President and Chief         May 20, 2003
-------------------------     Executive Officer
William E. Swan               (Principal Executive Officer)

/s/ Paul J. Kolkmeyer         Executive Vice President,             May 20, 2003
-------------------------     Chief Operating Officer and Chief
Paul J. Kolkmeyer             Financial Officer (Principal
                              Financial and Accounting Officer)

/s/ Gordon P. Assad           Director                              May 20, 2003
-------------------------
Gordon P. Assad

/s/ John J. Bisgrove, Jr.     Director                              May 20, 2003
-------------------------
John J. Bisgrove, Jr.
/s/ G. Thomas Bowers          Director                              May 20, 2003
-------------------------
G. Thomas Bowers

/s/ James W. Currie           Director                              May 20, 2003
-------------------------
James W. Currie

/s/ Daniel W. Judge           Director                              May 20, 2003
-------------------------
Daniel W. Judge

/s/ B. Thomas Mancuso         Director                              May 20, 2003
-------------------------
B. Thomas Mancuso

/s/ James Miklinski           Director                              May 20, 2003
-------------------------
James Miklinski

/s/ Sharon D. Randaccio       Director                              May 20, 2003
-------------------------
Sharon D. Randaccio

/s/ Robert G. Weber           Director                              May 20, 2003
-------------------------
Robert G. Weber

/s/ Louise Woerner            Director                              May 20, 2003
-------------------------
Louise Woerner

/s/ David M. Zebro            Director                              May 20, 2003
-------------------------
David M. Zebro
EXHIBIT INDEX

Exhibit Number      Description
--------------      -----------

      4             Form of Common Stock Certificate  (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).

      5             Opinion of Luse Gorman Pomerenk & Schick, P.C.

      10.1          First Niagara Financial Group, Inc. 1999 Stock Option Plan*

      10.2          First Niagara  Financial  Group,  Inc. 1999  Recognition and
                    Retention Plan*

      10.3          First Niagara Financial Group, Inc. 2002 Long-Term Incentive
                    Stock Benefit Plan**

      23.1          Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                    the opinion included as Exhibit 5).

      23.2          Consent of KPMG LLP.

      24            Power of Attorney  (contained in the signature  page to this
                    Registration  Statement).

________________
*      Incorporated by reference to the Company's  Proxy  Statement  relating to
the Company's April 27, 1999 annual meeting of stockholders, originally filed by
the Company with the Commission on March 31, 1999.
**     Incorporated  by reference  to the Company's Proxy Statement  relating to
the Company's May 7, 2002 annual meeting of  stockholders,  originally  filed by
the Company with the Commission on March 27, 2002.