SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NASCA DAVID J

(Last)

(First)

(Middle)

6950 SOUTH TRANSIT RD.

P.O. BOX 514

(Street)

LOCKPORT

14095-0514

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST NIAGARA FINANCIAL GROUP INC [ FNFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP WNY President

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/05/2005		M		9,100	A	$3.5034	81,683	D
Common Stock	05/05/2005		S		9,100	D	$13	72,583	D
Common Stock								8,692	I	by 401K
Common Stock								1,679	I	by Daughter
Common Stock								8,687	I	by ESOP
Common Stock								3,701	I	by Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$3.5034	05/05/2005		M			9,100	05/22/2001	05/22/2010	Common Stock	9,100	$0⁽¹⁾	16,768	D
Incentive Stock Option (right to buy)	$4.1557							05/20/2000	05/20/2009	Common Stock	12,610		12,610	D
Non-Qualified Stock Option (right to buy)	$4.8709							05/01/2002	05/01/2011	Common Stock	13,257		13,257	D
Non-Qualified Stock Option (right to buy)	$11.6785							08/28/2003	08/28/2012	Common Stock	9,540		9,540	D
Non-Qualified Stock Option (right to buy)	$12.87							05/04/2005	05/04/2014	Common Stock	13,100		13,100	D
Non-Qualified Stock Option (right to buy)	$12.91							05/03/2006	05/03/2015	Common Stock	22,000		22,000	D
Non-Qualified Stock Option (right to buy)	$13.28							05/21/2004	05/21/2013	Common Stock	12,000		12,000	D

Explanation of Responses:

1. The stock option was granted under an employee stock benefit plan and therefore the reporting person did not pay a price for the option.

	By: Christopher J. Thome, Power of Attorney For: David J. Nasca	05/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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