SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SCULLY JOSEPH C

(Last)

(First)

(Middle)

1215 SUPERIOR AVENUE

(Street)

CLEVELAND

44114-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARTER ONE FINANCIAL INC [ CF ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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							17,690	D
Common Stock							15,583⁽¹⁾	I	By Spouse
Common Stock							159,698⁽²⁾	I	By 401(k)
Common Stock							4,681⁽¹⁾	I	By Deferred Compensation Plan
Common Stock							4,417	I	By IRA
Common Stock							24,200	I	JCS & JAS Foundation

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)	4. Transaction Code (Instr. 8)	(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)
Nonqualified Stock Option	$10.45						09/30/1999	06/26/2005	Common Stock	86,148		86,148	D
Nonqualified Stock Option	$10.68						09/30/1999	06/20/2006	Common Stock	64,612		64,612	D
Nonqualified Stock Option	$16.17						01/19/2001	01/19/2010	Common Stock	8,682		8,682	D
Nonqualified Stock Option	$19.01						09/30/1999	06/19/2007	Common Stock	1,722		1,722	D
Nonqualified Stock Option	$20.02						09/30/1999	08/18/2008	Common Stock	28,715		28,715	D
Nonqualified Stock Option	$24.01						01/23/2002	01/23/2011	Common Stock	8,269		8,269	D
Nonqualified Stock Option	$25.33						12/19/2002	12/19/2011	Common Stock	7,875		7,875	D
Nonqualified Stock Option	$29.09						12/18/2003	12/18/2012	Common Stock	7,500		7,500	D
Nonqualified Stock Option	$302.76						12/19/2004⁽³⁾	12/19/2013	Common Stock	7,500		7,500	D

Explanation of Responses:

1. Includes dividend reinvestment shares acquired on 2/25/03; 5/23/03; 8/25/03 and 11/25/03.

2. Between January 1 and December 31, 2003, the reporting person acquired 6051 shares of CF common stock under the CF 401(k) plan. The information in this report is based on a plan statement dated as of December 31, 2003.

3. The option becomes exercisable at 1/3 of the total number of shares on the first, second and third anniversary dates of the grant.

	Robert J. Vana, Power of Attorney	01/29/2004
	** 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).
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