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

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): July 19, 2004

                       FIRST NIAGARA FINANCIAL GROUP, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          Delaware                       0-23975                  42-1556195
- ----------------------------      ---------------------      -------------------
(State or Other Jurisdiction      (Commission File No.)       (I.R.S. Employer
      of Incorporation)                                      Identification No.)

6950 South Transit Road, P.O. Box 514, Lockport, New York             14095-0514
- ---------------------------------------------------------             ----------
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code: (716) 625-7500
                                                    --------------

                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



Items 1, 2, 3, 4, 5, 6, 8, 9, 10 and 11: Not Applicable.

Item 7. Financial Statements and Exhibits

(a)   Not Applicable.

(b)   Not Applicable.

(c)   Exhibits.

      Exhibit No.                Description
      -----------                -----------

      99.1                       Press release dated July 19, 2004

Item 12. Results of Operations and Financial Condition

      On July 19, 2004, First Niagara Financial Group, Inc. issued a press
release disclosing second quarter 2004 financial results. A copy of the press
release is included as exhibit 99.1 to this report.



                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                             FIRST NIAGARA FINANCIAL GROUP, INC.


DATE: July 19, 2004                    By: /s/ John R. Koelmel
                                           -------------------------------------
                                             John R. Koelmel
                                             Executive Vice President and CFO
                                             (Duly authorized representative)