Exhibit 14

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
                       First Niagara Financial Group, Inc.

                                 I. INTRODUCTION

This "Code of Ethics for Senior Financial Officers" ("Code") was approved and
adopted by the Board of Directors of First Niagara Financial Group, Inc.
("FNFG") on October 21, 2003. Its purpose is to ensure that the Senior Financial
Officers of FNFG are committed to the highest standards of integrity and
professionalism when conducting and reporting the financial affairs of FNFG.
This Code, the text of which is posted on FNFG's Internet Web site at
www.fnfg.com, supplements FNFG's corporate-wide "Code of Ethics" that applies to
all directors, officers and employees of FNFG.

For the purposes of this Code, the term "Senior Financial Officer" includes each
of the following officers of FNFG:

o     Chief Executive Officer
o     Chief Operating Officer
o     Chief Financial Officer
o     Chief Lending Officer
o     Chief Administrative Officer
o     Chief Consumer Banking Officer
o     Chief Information Officer
o     Chief Financial Services Officer
o     Chief Corporate Development Officer
o     Corporate Controller
o     Corporate Treasurer
o     Internal Auditor
o     Investor Relations Officer
o     All other officers employed in FNFG's Accounting, Treasury, Internal
      Audit, and Investor Relations departments.

For the purposes of this Code, the term "Senior Financial Officer" also includes
the following officers of each subsidiary or affiliate of FNFG:

o     Chief Executive Officer
o     Chief Financial Officer
o     Principal Accounting Officer or Controller

II. STANDARDS OF CONDUCT

Each Senior Financial Officer of FNFG shall be bound by the following standards
of integrity and professionalism when conducting and reporting the financial
affairs of FNFG:

o     Honest and Ethical Conduct

Each Senior Financial Officer shall engage in honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest
between his or her personal and professional relationships.

o     Full Disclosure

Each Senior Financial Officer shall ensure that full, fair, accurate, timely and
understandable disclosures are made in reports and documents that FNFG files
with or submits to the Securities and Exchange Commission ("SEC"), to other
regulatory agencies, and in other public communications made by FNFG.

o     Compliance with Laws, Rules and Regulations

Each Senior Financial Officer shall ensure that his or her respective functional
area is in full compliance with applicable governmental laws, rules and
regulations.



                                                          Exhibit 14 (continued)

o     Reporting of Code Violations

Each Senior Financial Officer shall promptly report any known or suspected
violation of this Code to FNFG's Audit Committee of the Board using the
confidential "whistleblower" procedures established by FNFG for reporting
questionable accounting or auditing practices or other significant business
concerns. Where possible and appropriate, the identity of any person who reports
a known or suspected violation of this Code as provided herein will be kept
anonymous. FNFG prohibits retaliation of any kind against individuals who make
good-faith reports of ethical violations or other known or suspected illegal
conduct.

o     Accountability

Each Senior Financial Officer shall be held accountable for adherence to this
Code. Accordingly, each Senior Financial Officer shall be required to sign, on
an annual basis, a "Certificate of Acknowledgment" indicating that he or she has
received, read, understands and agrees to comply in all respects with the
provisions of this Code.

III. AMENDMENTS TO OR WAIVERS OF THIS CODE

Any amendment to or waiver of this Code must be approved by the Board of
Directors of FNFG. A "waiver of this Code" is defined as a material departure
from a provision of this Code. As a general rule, a waiver of this Code will not
be approved unless necessary and warranted. FNFG will disclose any amendment to
or waiver of this Code in the manner required by then applicable law, rule or
listing standard.

October 21, 2003