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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

COHN EDWARD N

(Last)

(First)

(Middle)

220 MARKET AVE. S.

(Street)

CANTON

44702

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIZAN FINANCIAL CORP [ UNIZ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Unizan Bank NA

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2004

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	08/03/2004		X		1,739	A	$16.891	7,304	D
Common Stock	08/03/2004		X		1,739	A	$17.969	9,043	D
Common Stock	08/03/2004		X		1,739	A	$19.047	10,782	D
Common Stock	08/03/2004		X		1,739	A	$20.125	12,521	D
Common Stock	08/03/2004		X		3,131	A	$21.563	15,652	D
Common Stock	08/03/2004		X		3,130	A	$23	18,782	D
Common Stock	08/03/2004		X		3,130	A	$24.438	21,912	D
Common Stock	08/03/2004		X		3,130	A	$25.876	25,042	D
Common Stock	08/03/2004		X		2,365	A	$17.25	27,407	D
Common Stock	08/03/2004		X		2,365	A	$18.688	29,772	D
Common Stock	08/03/2004		X		2,365	A	$18.688	32,137	D
Common Stock	08/03/2004		X		2,365	A	$19.407	34,502	D
Common Stock	08/03/2004		X		11,541	A	$17.33	46,043	D
Common Stock	08/03/2004		S		40,478	D	$27.973	5,565	D
Common Stock								26,250	I	By 401(k)
Common Stock								466	I	By Custodian For Child
Common Stock								18,001	I	By Deferred Compensation

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)
Stock Option	$17.33	08/03/2004		X			11,541	04/30/2003⁽¹⁾	04/30/2013	Common Stock	11,541	$0	0	D
Stock Option	$0.000⁽²⁾	08/03/2004		X			6,956	03/08/2002⁽³⁾	12/12/2017	Common Stock	6,956	$0	0	D
Stock Option	$0.000⁽⁴⁾	08/03/2004		X			12,521	03/08/2002⁽⁵⁾	12/28/2018	Common Stock	12,521	$0	0	D
Stock Option	$0.000⁽⁶⁾	08/03/2004		X			9,460	03/08/2002⁽⁷⁾	12/13/2019	Common Stock	9,460	$0	0	D

Explanation of Responses:

1. The stock options vests in five equal annual installments beginning on April 30, 2004 for 2003 grants

2. Due to the merger of equals between UNB and BFOH, the current exercise prices are $16.8913, $17.9695, $19.0476 and $20.1258 respectively.

3. The stock options vests in four equal annual installments beginning on December 12, 1998 for 1997 grants

4. Due to the merger of equals between UNB and BFOH, the current exercise prices are $21.5633, $23.0009, $24.4385 and $25.8760 respectively.

5. The stock options vests in four equal annual installments beginning on December 28, 1999 for 1998 grants

6. Due to the merger of equals between UNB and BFOH, the current exercise prices are $17.2507, $17.9695, $18.6882 and $19.4070 respectively.

7. 25% of the stock options vested on 12/13/00, another 25% vested on 12/13/01, the remainder vested on 3/8/02 due to the merger of equals between BancFirst Ohio Corp and UNB Corp for 1999 grants.

Remarks:

	By: Vanessa M. Richards, Attorney in Fact	08/04/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.