[FIRST NIAGRA FINANCIAL CORP. LETTERHEAD]





August 14, 2006

Donald A. Walker
Senior Assistant Chief Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549-0701

Dear Mr. Walker:

We are  pleased to respond to the  comments of the Staff of the  Securities  and
Exchange Commission (the "Commission") contained in your letter, dated August 3,
2006, to First Niagara  Financial  Group,  Inc.  (the  "Company")  regarding the
Company's  Form 10-K for the Fiscal Year Ended December 31, 2005 filed March 15,
2006. (File No. 000-23975).


Note 4 - Loans and Leases, page 62
- ----------------------------------

1. We read your  response to comment 1 in our letter  dated July 13,  2006.  You
state that we regularly sell newly originated  conforming  conventional mortgage
loans and that we classify these loans as held for sale at  origination.  Please
revise future filings to present loans originated for sale and sales proceeds on
a gross basis in the operating section of our statement of cash flows.  Refer to
paragraph 9 of FAS 102 and paragraph 21 of FAS 104 and its related footnote 1.

The  Company  supplementally  informs  the Staff  that it will  comply  with the
requirements of paragraph 9 of FAS 102 and paragraph 21 of FAS 104 by presenting
loans  originated  for sale and sales proceeds on a gross basis in the operating
section of our  statement  of cash flows in future  filings  beginning  with its
filing of Form 10-Q for the period ending June 30, 2006 which we filed on August
9, 2006.




                                   * * * * * *


Mr. Donald A. Walker
United States Securities and Exchange Commission
Page 2 of 2


The Company  represents and acknowledges that (1) the Company is responsible for
the adequacy and accuracy of the disclosure in their filings, (2) staff comments
or changes to disclosure in response to the staff  comments do not foreclose the
Commission from taking any action with respect to the filing and (3) the Company
may not assert staff  comments as a defense in any  proceeding  initiated by the
Commission or any person under the federal securities laws of the United States.

Please  contact me or John R. Koelmel,  Executive Vice President and CFO, if you
have further questions or comments.

Sincerely,

/s/ Paul J. Kolkmeyer

Paul J. Kolkmeyer
President & CEO
First Niagara Financial Group, Inc.