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^*

BERNER G GARY

(Last)

(First)

(Middle)

6950 SOUTH TRANSIT ROAD

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 Chief Lending Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2007

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	03/06/2007		M		24,063	A	$4.1557	149,177	D
Common Stock	03/06/2007		F		7,117	D	$14.05	142,060	D
Common Stock	03/07/2007		S		16,946	D	$14.18	125,114	D
Common Stock								4,946	I	by 401K
Common Stock								258	I	by Daughter
Common Stock								11,569	I	by ESOP

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)
Incentive Stock Option (right to buy)	$4.1557	03/06/2007		M			24,063	05/20/2001	05/20/2009	Common Stock	24,063	$0⁽¹⁾	72,186	D
Non-Qualified Stock Option (right to buy)	$3.5034							05/22/2001	05/22/2010	Common Stock	14,486		14,486	D
Non-Qualified Stock Option (right to buy)	$4.8709							05/01/2002	05/01/2011	Common Stock	10,605		10,605	D
Non-Qualified Stock Option (right to buy)	$11.6785							08/28/2003	08/28/2012	Common Stock	10,730		10,730	D
Non-Qualified Stock Option (right to buy)	$12.87							05/04/2004	05/04/2014	Common Stock	14,000		14,000	D
Non-Qualified Stock Option (right to buy)	$12.91							12/28/2005	05/03/2015	Common Stock	30,100		30,100	D
Non-Qualified Stock Option (right to buy)	$13.28							05/21/2004	05/21/2013	Common Stock	12,400		12,400	D
Non-Qualified Stock Option (right to buy)	$14.7							01/31/2008	01/31/2017	Common Stock	14,000		14,000	D
Non-Qualified Stock Option (right to buy)	$14.83							09/08/2007	09/08/2016	Common Stock	16,200		16,200	D

Explanation of Responses:

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

	By: Laura J. Roskopf, Power of Attorney For: G. Gary Berner	03/08/2007
	** 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).
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