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

CHARTER ONE FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15495	34-1567092
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1215 Superior Avenue, Cleveland, Ohio	44114
(Address of principal executive offices)	(Zip Code)

(216) 566-5300

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since report)

TABLE OF CONTENTS

	ITEM 12. Results of Operations and Financial Condition
		CONSOLIDATED STATEMENTS OF INCOME
		CONSOLIDATED STATEMENTS OF INCOME
		CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
		SELECTED STATISTICAL DATA
		AVERAGE BALANCE SHEET, YIELDS AND COSTS
		LOAN AND LEASE ACTIVITY
		ALLOWANCE FOR LOAN AND LEASE LOSSES
		NET CHARGE-OFFS TO AVERAGE LOANS AND LEASES
		NONPERFORMING AND UNDERPERFORMING ASSETS
SIGNATURES

ITEM 12. Results of Operations and Financial Condition

On July 19, 2004, the Registrant issued the following earnings release for the quarterly period ended June 30, 2004:

News Release

CONTACT: ELLEN BATKIE (800) 262-6301

CHARTER ONE ANNOUNCES 2ND QTR 2004 FINANCIAL RESULTS

Highlights for the quarter ended 6/30/04:

• Net earnings of $166 million, or $.72 per share

• Opened 36 banking centers; now operate through 652 locations, up 25% in 12 months

• Deposit-related revenue up 20% over 2Q 2003; up 17% over 1Q 2004

• Noninterest-bearing deposits (excluding custodial balances) up $118 million, or 16% annualized, in 2Q 2004; up $1.3 billion, or 66%, in 12 months

• Mortgage-backed securities down $1.7 billion; $8.7 billion in 12 months

• Non-single family lending portfolio up $1.5 billion, an annualized 29%, in 2Q 2004

• Net yield of 3.08%, up from 3.04% in 1Q 2004 and 2.84% in 2Q 2003

• Annualized net charge-offs of .23% of loans and leases, down from .24% in 1Q 2004 and .30% in 2Q 2003

CLEVELAND, Ohio, July 19, 2004 — Charter One Financial, Inc. (NYSE:CF), the holding company of Charter One Bank, N.A., today reported net income of $166 million, or $.72 per diluted share, for the three months ended June 30, 2004. Net income in the year ago quarter was also $166 million, or $.72 per diluted share.

Net income for the quarter generated annualized returns of 1.56% on average assets, 20.50% on average equity, and 23.82% on average tangible equity. In the year-ago quarter, the returns were 1.50% on average assets, 19.86% on average equity and 22.74% on average tangible equity.

“This was a strong quarter in terms of retail banking success, achieving balance sheet management goals and maintaining earnings while reducing overall asset levels,” commented Charles John Koch, Charter One’s Chairman and Chief Executive Officer. “Our success on the retail front continued unabated, with a 20% increase in deposit-related revenue and a 16% growth rate in noninterest-bearing deposits. Once again, we think our retail banking initiatives have earned Charter One a place as one of the premier consumer banks in the country.

“In addition to our ambitious retail strategy, our other principal objective for the past year has been to limit overall single-family mortgage exposure, with special emphasis on reducing the mortgage-backed security portfolio, and increase the size of our non-single family lending portfolios. I am very pleased to report that the MBS portfolio is now below $6 billion, down

1

from $14.7 billion a year ago. In fact, single-family loans and securities represented 43% of total interest-earning assets at the end of June, the lowest level in our history. As part of our balance sheet strategy, we previously indicated our intent to increase overall assets only to the extent we were successful in growing our non-single family loan portfolios. Earning assets increased by $1.3 billion during the second quarter while non-single family portfolios increased by $1.5 billion, helping to accelerate the mix shift. Finally, and maybe most importantly, we maintained our earnings level even though we were $1.6 billion smaller than during last year’s second quarter and continued investing in our retail growth initiatives.”

Overview

Net yield and net interest income - Net interest margin, or net yield, was 3.08% during the three months ended June 30, 2004, up from 3.04% during the first quarter of 2004 and 2.84% during the year-ago quarter. The improvement was attributable to the increase in average noninterest-bearing deposits, as well as a full quarter’s benefit from the prepayment of $2.3 billion in fixed-rate FHLB advances on January 27, 2004.

The increase in net yield drove an increase in net interest income during the second quarter of 2004. Net interest income totaled $308.2 million in the three months ended June 30, 2004, compared to $295.4 million in the same period last year and $304.6 million in the first quarter of 2004. The 4% year-over-year increase in net interest income was posted despite a $1.6 billion decrease in average earning assets from the year ago quarter.

Net gains (losses) - During the second quarter of 2004, we reported net losses of $14.2 million as part of Other Income, compared to net gains of $108.5 million in the year ago quarter. During the current quarter we sold $1.9 billion in mortgage-backed securities as part of our ongoing strategy to reduce single-family exposure and reduce the overall duration of interest-earning assets. As discussed below, the loss was more than offset by the increased value of our mortgage servicing rights resulting from the overall increase in interest rates during the second quarter of 2004. As of June 30, 2004, there were approximately $106.6 million in unrealized pretax losses in the mortgage-backed securities portfolio.

Operating expenses — Administrative expenses totaled $225.9 million in the three months ended June 30, 2004, up 4% from the previous quarter and up 16% from the year-ago quarter. We continued to dedicate significant marketing resources to support our successful retail banking strategy and other franchise enhancing initiatives. Marketing costs were $31.1 million for the second quarter of 2004, compared to $28.8 million in the previous quarter and $20.2 million in the year-ago quarter. The higher level of expenses also included operating 36 more banking centers during the second quarter than the first quarter (a 6% increase in locations), and 130 more banking centers than a year earlier (a 25% increase in locations). The efficiency ratio was 47.56% for the three months ended June 30, 2004, compared to 45.98% for the first quarter of 2004 (excluding the $113.1 million debt prepayment penalty) and 41.14% for the second quarter of 2003.

2

Deposits and Related Revenue

Deposits – Our deposit strategy over the past 18 months has been to grow noninterest-bearing deposits, and the second quarter results reinforce the success of this strategy. Noninterest-bearing deposits (excluding custodial balances) increased to $3.1 billion at June 30, 2004, up $118 million during the quarter and $1.3 billion, or 66%, in the past 12 months. Custodial balances totaled $401 million at June 30, 2004, $424 million at March 31, 2004, and $761 million at June 30, 2003.

Additionally, the number of retail noninterest-bearing checking accounts continued to show impressive growth. At the end of the second quarter, we had 1.2 million noninterest-bearing accounts, up an annualized 11% in the quarter, and 55% in the past 12 months. The total number of checking accounts (interest-bearing and noninterest-bearing) was 1,544,200 at June 30, 2004, compared to 1,524,800 accounts at March 31, 2004, and 1,358,200 at June 30, 2003.

Total deposits were $27.2 billion at June 30, 2004, up $290 million in the three-month period. Core deposits (checking, money market and savings accounts) increased by $409 million in the quarter, and now account for $17.2 billion, or 63% of the total. Small business deposits, which are included in core deposits, increased to $2.4 billion at June 30, 2004, up $133 million, or an annualized 23%, during the second quarter, and $636 million, or 36%, in the past 12 months.

Retail banking revenue - Retail banking revenue totaled $115.2 million for the three months ended June 30, 2004, up 19% from the comparable 2003 quarter. The largest component of retail banking revenue is deposit-related revenue, which was driven primarily by the success we have had in attracting checking accounts. Deposit-related revenue totaled $101.7 million during the second quarter of 2004, up 17% over the first quarter of 2004 and 20% over the second quarter of 2003. The increase in debit card transactions continues to be one of the biggest contributors to deposit-related revenue growth. The dollar volume of debit card transactions was 40% higher in the second quarter of 2004 than in the same quarter of last year, which is a powerful indicator of customer adoption of debit card usage and future revenue potential. The other components of retail banking revenue include fees from retail brokerage activities ($9.8 million, up 16% from the year-ago quarter), and other revenue related to retail operations ($3.7 million, down 3%).

Retail expansion update — For 2004, our stated plan was to open approximately 125 new banking centers during the year, including approximately 73 in-store locations. During the second quarter, we opened 36 new banking centers, including 22 traditional locations and 14 in-store locations. That brings the year-to-date totals to 60 new banking centers, 32 traditional and 28 in-store locations. The largest concentration of new banking centers was in Indiana where we now have 38 locations, up from 16 at the beginning of the year. As part of our previously announced agreement with Wal-Mart, we opened the first two locations in the second quarter; one in Indiana

3

and the other is our entry into Columbus, Ohio. An additional location was added mid-July in Plattsburgh, New York.

Loans, Mortgage-Backed Securities and Mortgage Banking

Lending portfolio growth — Loans and leases before reserves totaled $33.0 billion at June 30, 2004, up 28% in the past 12 months and an annualized 37% in the quarter. Non-single family loans totaled $21.9 billion at June 30, 2004, up $4.1 billion, or 23% in the past 12 months, and $1.5 billion in the quarter, a 29% annualized growth rate. The non-single family growth was led by a three-month increase of $881 million (up 15%, 59% annualized) in retail consumer loans, which are comprised principally of home equity lines and loans. Small business lending continues to be a high priority, and the portfolio has increased to $886 million of the $1.9 billion corporate banking portfolio, up an annualized 42% in the second quarter of 2004, and 44% in the past 12 months. Permanent single-family residential loans increased by $1.3 billion during the quarter, up 14% (55% annualized).

Mortgage-backed securities available for sale — Mortgage-backed securities available for sale totaled $5.8 billion at June 30, 2004, down $1.7 billion, or 22%, during the quarter, and $8.5 billion, or 60% in the past 12 months. At June 30, 2004, 7% of the portfolio was in floating-rate securities, and 93% in fixed-rate securities that had an estimated duration of approximately 4.4 years.

Mortgage banking revenue - The mortgage banking category includes revenue associated with our mortgage banking operations, adjusted by the amortization and valuation adjustments related to its mortgage servicing rights asset (“MSR”). During the second quarter of 2004, MSR-related adjustments increased revenue by $47.0 million as the valuation allowance was reduced in response to the increase in interest rates. The resulting MSR valuation allowance was $52.3 million at June 30, 2004. The total mortgage banking revenue, excluding MSR-related adjustments, was $12.3 million in the second quarter of 2004, down from $22.8 million in the year-ago quarter. The reduction was due primarily to the $3.8 billion reduction in the portfolio serviced for others and lower mortgage production as compared to 2003. The portfolio serviced for others totaled $15.1 billion at June 30, 2004, and carried a weighted average coupon of 6.03%. The related MSR, net of the valuation allowance, is now 1.25% of the portfolio at $188 million. With an average servicing spread of 35.6 basis points, that translates into an MSR valuation of 3.5 times the servicing spread.

Leasing operations - Income from leasing operations was a loss of $597,000 in the second quarter of 2004, compared with a loss of $12.2 million in the second quarter of 2003. Residual value adjustments reduced income by $1.6 million in the three months ended June 30, 2004, and $12.8 million in the year ago quarter.

Credit quality and allowance for loan losses - Net charge-offs during the second quarter of 2004 totaled $17.8 million, or .23% of average loans and leases (annualized), down from .24% in the first quarter of 2004 and .30% in the second quarter of 2003.

4

At June 30, 2004, nonperforming assets totaled $234 million or .72% of loans, leases and collateral owned, up from $199 million and .67% at March 31, 2004. The primary driver behind the increase was a single $35 million loan in Michigan, a shopping center under development. We believe the loan is well collateralized, and anticipate no material loss at this time. Underperforming assets (including nonperforming assets and loans delinquent 90 days and still accruing) totaled $274 million or .84% of loans, leases and collateral owned, up from $240 million and .81% at March 31, 2004.

Notwithstanding the increase in nonperforming assets, the underlying trends in asset classifications, charge-offs and other credit indicators warranted reducing the allowance for loan and lease losses by $10.6 million to $374 million at June 30, 2004, or 1.13% of loans and leases. This reserve level is equivalent to 5.3 years coverage of annualized second quarter net charge-offs.

Merger update - On May 4, 2004, Charter One joined Citizens Financial Group in announcing a definitive agreement to sell Charter One Financial to Citizens for merger consideration of $44.50 in cash for each share of Charter One common stock. The merger requires approval from Charter One’s shareholders as well as the state banking authority in Massachusetts and the Board of Governors of the Federal Reserve System, and is subject to certain other normal closing conditions. Charter One has scheduled a special meeting of shareholders to consider the merger for August 23, 2004. At this time, assuming approvals are received in a timely manner, the companies expect to complete the transaction by the fourth quarter of 2004.

Company profile — Charter One has more than $42 billion in total assets, making it one of the 25 largest bank holding companies in the country. The Bank has 652 banking center locations in Ohio, Michigan, New York, Illinois, Massachusetts, Vermont, Indiana, Connecticut and Pennsylvania. Charter One’s diverse product set includes: consumer banking, indirect auto finance, commercial leasing, business lending, commercial real estate lending, mortgage banking, and retail investment products. For additional information, including press releases, investor presentations, committee charters, and reports filed with the SEC, investors are directed to Charter One’s web site: www.charterone.com.

Forward-Looking Information

This release contains certain estimates of future operating trends for Charter One Financial, Inc., as well as estimates of financial condition and earnings, operating efficiencies, revenue creation, lending origination, loan sale volumes, charge-offs and loan loss provisions. These estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) revenue growth is lower than expected; (2) competitive pressures among depository institutions increase significantly; (3) changes in the interest rate environment reduce interest margins; (4) deterioration in the credit quality of Charter One’s loan portfolio requires higher loss provisions; (5) general economic conditions, either nationally or in the states in which Charter One does business, are less favorable than expected; (6) legislation or regulatory changes adversely affect the businesses in which Charter One is engaged; and (7) ongoing geopolitical conflicts add unexpected stress on the economy or customer base. Other factors that may affect these statements are identified in previous filings with the Securities and Exchange Commission.

####

5

CHARTER ONE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months Ended
	6/30/04			3/31/04			12/31/03		9/30/03			6/30/03
	(Dollars in thousands, except per share data)
Interest income:
Loans and leases	$	387,217		$	367,344		$	376,741	$	368,952		$	367,602
Mortgage-backed securities:
Available for sale		80,146			107,667			118,903		129,695			154,490
Held to maturity		2,823			3,371			4,065		5,326			6,858
Investment securities:
Available for sale		2,992			3,604			3,590		3,563			3,297
Held to maturity		47			48			48		51			56
Other interest-earning assets		7,586			7,793			7,619		7,531			7,856
Total interest income		480,811			489,827			510,966		515,118			540,159
Interest expense:
Deposits		90,659			95,886			110,746		115,862			126,734
Federal Home Loan Bank advances		71,036			76,247			97,385		100,813			104,025
Other borrowings		10,917			13,140			13,678		13,185			13,969
Total interest expense		172,612			185,273			221,809		229,860			244,728
Net interest income		308,199			304,554			289,157		285,258			295,431
Provision for loan and lease losses		7,160			18,616			17,778		37,663			35,360
Net interest income after provision for loan and lease losses		301,039			285,938			271,379		247,595			260,071
Other income:
Retail banking		115,197			99,613			102,593		94,183			97,087
Mortgage banking		59,343			(16,682	)		3,240		65,604			(23,895	)
Leasing operations		(597	)		2,125			1,668		(4,118	)		(12,230	)
Net gains (losses)		(14,240	)		(91,027	)		63,274		16,112			108,549
Bank owned life insurance and other		7,120			11,168			7,489		8,638			8,450
Total other income		166,823			5,197			178,264		180,419			177,961
Administrative expenses:
Compensation and employee benefits		102,109			101,968			101,612		92,582			90,790
Net occupancy and equipment		34,329			34,349			34,124		31,985			30,466
Marketing expenses		31,051			28,809			24,010		22,411			20,205
Federal deposit insurance premiums		1,052			1,083			1,066		1,118			1,125
Other administrative expenses		57,360			51,826			57,034		46,733			52,168
Total administrative expenses		225,901			218,035			217,846		194,829			194,754
Income before income taxes		241,961			73,100			231,797		233,185			243,278
Income taxes		75,615			22,844			73,583		74,036			77,241
Net income	$	166,346		$	50,256		$	158,214	$	159,149		$	166,037
Basic earnings per share	$	.74		$	.22		$	.71	$	.71		$	.74
Diluted earnings per share	$	.72		$	.22		$	.69	$	.69		$	.72
Average common shares outstanding:
Basic		224,089,781			223,533,656			222,720,197		224,399,805			225,501,687
Diluted		231,827,268			230,219,061			228,809,671		230,661,929			231,095,694
Cash dividends declared per share	$	.29		$	.26		$	.26	$	.26		$	.24

CHARTER ONE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Six Months Ended
	6/30/04			6/30/03
	(Dollars in thousands,
	except per share data)
Interest income:
Loans and leases	$	754,561		$	745,326
Mortgage-backed securities:
Available for sale		187,813			303,801
Held to maturity		6,194			15,127
Investment securities:
Available for sale		6,596			6,340
Held to maturity		95			110
Other interest-earning assets		15,379			15,241
Total interest income		970,638			1,085,945
Interest expense:
Deposits		186,545			260,477
Federal Home Loan Bank advances		147,283			203,824
Other borrowings		24,057			27,172
Total interest expense		357,885			491,473
Net interest income		612,753			594,472
Provision for loan and lease losses		25,776			96,831
Net interest income after provision for loan and lease losses		586,977			497,641
Other income:
Retail banking		214,810			181,187
Mortgage banking		42,661			(23,922	)
Leasing operations		1,528			(19,086	)
Net gains (losses)		(105,267	)		185,202
Bank owned life insurance and other		18,288			16,406
Total other income		172,020			339,787
Administrative expenses:
Compensation and employee benefits		204,077			177,846
Net occupancy and equipment		68,678			61,652
Marketing expenses		59,860			33,852
Federal deposit insurance premiums		2,135			2,267
Other administrative expenses		109,186			102,429
Total administrative expenses		443,936			378,046
Income before income taxes		315,061			459,382
Income taxes		98,459			145,854
Net income	$	216,602		$	313,528
Basic earnings per share	$	.96		$	1.40
Diluted earnings per share	$	.94		$	1.36
Average common shares outstanding:
Basic		223,811,719			225,249,543
Diluted		231,023,165			230,778,271
Cash dividends declared per share	$	.55		$	.46

CHARTER ONE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(unaudited)

	6/30/04			3/31/04			12/31/03			9/30/03			6/30/03
	(Dollars in thousands, except per share data)
ASSETS
Cash and deposits with banks	$	591,213		$	543,962		$	527,649		$	526,534		$	586,018
Federal funds sold and other		520			518			517			516			10,514
Total cash and cash equivalents		591,733			544,480			528,166			527,050			596,532
Investments securities:
Available for sale		190,634			231,967			273,260			270,511			336,126
Held to maturity		3,432			3,696			3,505			3,952			3,691
Mortgage-backed securities:
Available for sale		5,796,777			7,475,140			10,193,798			11,078,285			14,313,397
Held to maturity		185,627			212,124			251,449			292,336			362,768
Loans and leases, net		32,321,116			29,652,925			28,130,017			27,735,087			25,127,882
Loans held for sale		284,400			132,507			120,431			296,078			362,270
Bank owned life insurance		842,075			837,140			828,678			823,676			834,337
Federal Home Loan Bank and Federal Reserve Bank stock		712,925			706,358			705,244			700,170			694,073
Premises and equipment, net		433,478			417,908			404,086			391,615			375,256
Accrued interest receivable		133,279			132,215			140,857			147,254			153,346
Real estate and other collateral owned		27,274			30,127			36,643			48,198			40,220
Mortgage servicing rights, net		188,177			142,340			177,244			168,697			115,242
Goodwill		415,696			415,696			415,696			415,696			433,014
Other assets		378,050			344,306			418,992			380,647			386,785
Total assets	$	42,504,673		$	41,278,929		$	42,628,066		$	43,279,252		$	44,134,939
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Checking accounts:
Interest-bearing	$	4,632,750		$	4,944,405		$	5,666,346		$	5,810,478		$	6,493,279
Noninterest-bearing		3,549,865			3,454,577			2,532,616			2,760,848			2,656,047
Total checking accounts		8,182,615			8,398,982			8,198,962			8,571,326			9,149,326
Money market and savings accounts		9,032,492			8,406,630			8,686,356			8,686,491			8,475,706
Certificates of deposit		10,013,453			10,133,389			10,318,001			10,788,421			10,314,742
Total deposits		27,228,560			26,939,001			27,203,319			28,046,238			27,939,774
Federal Home Loan Bank advances		9,970,594			8,661,607			9,847,293			9,820,184			10,582,255
Federal funds purchased and repurchase agreements		100,756			428,158			269,319			62,716			51,399
Other borrowings		596,260			596,571			697,753			704,629			706,083
Advance payments by borrowers for taxes and insurance		77,545			58,631			61,054			50,768			58,593
Accrued interest payable		20,218			53,631			35,944			65,075			46,418
Accrued expenses and other liabilities		1,202,749			1,284,298			1,237,515			1,288,801			1,387,835
Total liabilities		39,196,682			38,021,897			39,352,197			40,038,411			40,772,357
Shareholders’ equity:
Preferred stock — $.01 par value per share; 20,000,000 shares authorized and unissued		—			—			—			—			—
Common stock — $.01 par value per share; 360,000,000 shares authorized; 229,924,425; 229,924,425; 229,940,729; 229,944,441 and 229,946,762 shares issued		2,299			2,299			2,299			2,299			2,299
Additional paid-in capital		2,299,786			2,292,137			2,280,335			2,274,947			2,270,580
Retained earnings		1,231,486			1,142,547			1,178,803			1,098,042			1,009,784
Less 5,321,530; 6,272,992; 6,767,285; 6,953,759 and 3,851,660 shares of common stock held in treasury at cost		(171,409	)		(202,056	)		(209,653	)		(215,085	)		(116,652	)
Accumulated other comprehensive income		(54,171	)		22,105			24,085			80,638			196,571
Total shareholders’ equity		3,307,991			3,257,032			3,275,869			3,240,841			3,362,582
Total liabilities and shareholders’ equity	$	42,504,673		$	41,278,929		$	42,628,066		$	43,279,252		$	44,134,939

CHARTER ONE FINANCIAL, INC.

SELECTED STATISTICAL DATA

(unaudited)

	Three Months Ended
	6/30/04			3/31/04			12/31/03			9/30/03			6/30/03
Annualized returns and ratios based on net income:
Return on average assets		1.56	%		.47	%		1.46	%		1.46	%		1.50	%
Return on average equity		20.50			6.18			19.24			20.12			19.86
Average equity to average assets		7.62			7.61			7.58			7.25			7.55
Net interest income to administrative expenses		1.36	x		1.40	x		1.33	x		1.46	x		1.52	x
Administrative expenses to average assets		2.12	%		2.04	%		2.01	%		1.79	%		1.76	%
Efficiency ratio(1)		47.56			70.39			46.61			41.84			41.14
Annualized return on average tangible equity(2)		23.82			7.21			22.31			23.59			22.74

(1)	Computed as the ratio of total administrative expenses to net interest income and total other income.
(2)	Computed as the ratio of net income, excluding the amortization of other intangible assets, to average tangible equity.

	Six Months Ended
	6/30/04			6/30/03
Annualized returns and ratios based on net income:
Return on average assets		1.02	%		1.44	%
Return on average equity		13.34			19.17
Average equity to average assets		7.61			7.51
Net interest income to administrative expenses		1.38	x		1.57	x
Administrative expenses to average assets		2.08	%		1.74	%
Efficiency ratio(1)		56.57			40.46
Annualized return on average tangible equity(2)		15.51			22.02

(1)	Computed as the ratio of total administrative expenses to net interest income and total other income.
(2)	Computed as the ratio of net income, excluding the amortization of other intangible assets, to average tangible equity.

	6/30/04			3/31/04			12/31/03			9/30/03			6/30/03
End of period capitalization:
Equity to assets		7.78	%		7.89	%		7.68	%		7.49	%		7.62	%
Tangible equity to assets		6.73			6.80			6.63			6.45			6.56
Book value per share	$	14.73		$	14.56		$	14.68		$	14.53		$	14.87
Tangible book value per share		12.74			12.56			12.67			12.52			12.81
Miscellaneous end-of-period data:
Number of employees (full-time equivalents)		7,977			7,843			7,804			7,765			7,703
Number of loan production offices		29			30			33			27			28
Number of ATMs		1,017			988			969			956			953

	6/30/04		3/31/04		12/31/03		9/30/03		6/30/03
Number of banking centers:
Traditional banking centers		478		456		446		435		433
In-store banking centers		174		160		146		131		89
Total		652		616		592		566		522
Number of banking centers by state:
New York		189		186		180		176		154
Ohio		149		143		138		130		126
Michigan		114		108		107		106		105
Illinois		113		108		105		99		99
Vermont		27		27		27		27		27
Indiana		38		23		16		11		—
Massachusetts		13		13		13		13		10
Connecticut		6		5		3		1		1
Pennsylvania		3		3		3		3		—

CHARTER ONE FINANCIAL, INC.

AVERAGE BALANCE SHEET, YIELDS AND COSTS

(unaudited)

	Three Months Ended
	6/30/04			3/31/04			12/31/03			9/30/03			6/30/03
	(Dollars in thousands)
Average balance sheet data:
Interest-earning assets:
Loans and leases	$	31,454,312		$	29,220,076		$	28,876,531		$	26,993,081		$	26,101,819
Mortgage-backed securities		7,618,886			9,761,887			10,849,575			12,732,102			14,405,655
Investment securities		228,090			259,034			265,043			286,497			260,634
Other interest-earning assets		751,409			823,199			715,197			723,721			839,597
Total interest-earning assets		40,052,697			40,064,196			40,706,346			40,735,401			41,607,705
Allowance for loan and lease losses		(390,693	)		(387,712	)		(396,096	)		(379,527	)		(360,448	)
Noninterest-earning assets(1)		2,963,313			3,053,124			3,089,013			3,272,787			3,044,576
Total assets	$	42,625,317		$	42,729,608		$	43,399,263		$	43,628,661		$	44,291,833
Interest-bearing liabilities:
Checking accounts	$	4,874,822		$	5,538,583		$	5,716,427		$	6,166,100		$	6,951,974
Money market and savings accounts		8,546,445			8,553,416			8,736,844			8,545,286			8,332,278
Certificates of deposit		9,976,862			10,172,127			10,699,475			10,708,517			9,733,110
Total interest-bearing deposits		23,398,129			24,264,126			25,152,746			25,419,903			25,017,362
Federal Home Loan Bank advances		10,166,098			10,189,502			10,147,668			10,265,634			11,397,410
Other borrowings		968,900			1,102,005			925,641			871,430			874,062
Total interest-bearing liabilities		34,533,127			35,555,633			36,226,055			36,556,967			37,288,834
Noninterest-bearing liabilities:
Demand deposit accounts		3,524,462			2,604,755			2,505,876			2,615,262			2,308,993
Other noninterest-bearing liabilities		1,321,750			1,317,979			1,377,774			1,292,960			1,349,173
Total noninterest-bearing liabilities		4,846,212			3,922,734			3,883,650			3,908,222			3,658,166
Total liabilities		39,379,339			39,478,367			40,109,705			40,465,189			40,947,000
Shareholders’ equity		3,245,978			3,251,241			3,289,558			3,163,472			3,344,833
Total liabilities and shareholders’ equity	$	42,625,317		$	42,729,608		$	43,399,263		$	43,628,661		$	44,291,833
Yields and costs during period:
Weighted average yield:
Loans and leases(2)		4.93	%		5.03	%		5.19	%		5.46	%		5.64	%
Mortgage-backed securities		4.36			4.55			4.53			4.24			4.48
Investment securities		5.33			5.64			5.49			5.04			5.15
Other interest-earning assets		3.99			3.75			4.17			4.07			3.70
Total interest-earning assets		4.80			4.89			5.00			5.05			5.19
Weighted average cost(3):
Checking accounts		.80			.76			.88			.96			1.35
Money market and savings accounts		.95			.93			1.04			1.10			1.50
Certificates of deposit		2.45			2.60			2.79			2.86			2.97
Total interest-bearing deposits		1.56			1.59			1.75			1.81			2.03
Federal Home Loan Bank advances		2.80			3.00			3.80			3.89			3.66
Other borrowings		4.50			4.76			5.89			6.03			6.38
Total interest-bearing liabilities		2.01			2.09			2.43			2.49			2.63
Interest rate spread		2.79			2.80			2.57			2.56			2.56
Net yield on interest-earning assets		3.08			3.04			2.84			2.80			2.84

(1)	Includes mark-to-market adjustments on securities available for sale.
(2)	Excludes impact of related tax benefits.
(3)	Includes the annualized effect of interest rate risk management instruments.

CHARTER ONE FINANCIAL, INC.

AVERAGE BALANCE SHEET, YIELDS AND COSTS

(unaudited)

	Six Months Ended
	6/30/04			6/30/03
	(Dollars in thousands)
Average balance sheet data:
Interest-earning assets:
Loans and leases	$	30,336,896		$	25,977,336
Mortgage-backed securities		8,690,386			13,775,103
Investment securities		243,562			235,914
Other interest-earning assets		787,304			801,391
Total interest-earning assets		40,058,148			40,789,744
Allowance for loan and lease losses		(389,199	)		(343,860	)
Noninterest-earning assets(1)		3,008,141			3,097,175
Total assets	$	42,677,090		$	43,543,059
Interest-bearing liabilities:
Checking accounts	$	5,206,702		$	7,245,197
Money market and savings accounts		8,549,931			8,131,890
Certificates of deposit		10,074,494			9,648,034
Total interest-bearing deposits		23,831,127			25,025,121
Federal Home Loan Bank advances		10,177,800			10,906,526
Other borrowings		1,035,442			870,299
Total interest-bearing liabilities		35,044,369			36,801,946
Noninterest-bearing liabilities:
Demand deposit accounts		3,064,520			2,163,822
Other noninterest-bearing liabilities		1,319,588			1,306,110
Total noninterest-bearing liabilities		4,384,108			3,469,932
Total liabilities		39,428,477			40,271,878
Shareholders’ equity		3,248,613			3,271,181
Total liabilities and shareholders’ equity	$	42,677,090		$	43,543,059
Yields and costs during period:
Weighted average yield:
Loans and leases(2)		4.98	%		5.75	%
Mortgage-backed securities		4.46			4.63
Investment securities		5.49			5.47
Other interest-earning assets		3.86			3.78
Total interest-earning assets		4.85			5.33
Weighted average cost(3):
Checking accounts		.78			1.50
Money market and savings accounts		.94			1.53
Certificates of deposit		2.52			3.03
Total interest-bearing deposits		1.57			2.10
Federal Home Loan Bank advances		2.90			3.76
Other borrowings		4.64			6.24
Total interest-bearing liabilities		2.05			2.69
Interest rate spread		2.80			2.64
Net yield on interest-earning assets		3.06			2.91

(1)	Includes mark-to-market adjustments on securities available for sale.
(2)	Excludes impact of related tax benefits.
(3)	Includes the annualized effect of interest rate risk management instruments.

CHARTER ONE FINANCIAL, INC.

LOAN AND LEASE ACTIVITY

(unaudited)

	Three Months Ended
	6/30/04		3/31/04		12/31/03		9/30/03		6/30/03
	(Dollars in thousands)
Originations:
Real estate:
Permanent:
One-to-four family	$	1,807,730	$	1,161,546	$	1,848,459	$	3,896,869	$	3,555,968
Multifamily		100,048		75,992		84,470		75,185		57,451
Commercial		134,427		128,270		92,383		124,806		60,226
Total permanent loans		2,042,205		1,365,808		2,025,312		4,096,860		3,673,645
Construction:
One-to-four family		68,310		88,851		45,304		62,180		53,537
Multifamily		36,545		30,741		84,815		30,371		7,613
Commercial		123,846		117,233		29,921		16,656		30,246
Total construction loans		228,701		236,825		160,040		109,207		91,396
Total real estate loans originated		2,270,906		1,602,633		2,185,352		4,206,067		3,765,041
Retail consumer		1,628,263		1,054,029		1,167,620		1,431,291		1,209,221
Automobile		739,204		664,636		719,738		909,477		1,026,245
Consumer finance		189,048		105,633		92,340		128,536		122,839
Leases		122,334		155,279		127,148		152,279		73,946
Corporate banking		677,889		515,264		582,832		443,732		473,677
Total loans and leases originated		5,627,644		4,097,474		4,875,030		7,271,382		6,670,969
Acquired through business combinations and purchases		1,088,706		470,472		3,058		2,737		403,324
Sales and principal reductions:
Loans sold		605,930		314,460		670,456		1,067,083		885,179
Loans exchanged for mortgage-backed securities		51,929		72,749		1,207,646		225,498		2,346,609
Principal reductions		3,180,918		2,606,192		2,744,598		3,447,925		3,260,094
Total sales and principal reductions		3,838,777		2,993,401		4,622,700		4,740,506		6,491,882
Increase before net items	$	2,877,573	$	1,574,545	$	255,388	$	2,533,613	$	582,411

	Six Months Ended
	6/30/04		6/30/03
	(Dollars in thousands)
Originations:
Real estate:
Permanent:
One-to-four family	$	2,969,276	$	6,651,686
Multifamily		176,040		108,891
Commercial		262,697		150,439
Total permanent loans		3,408,013		6,911,016
Construction:
One-to-four family		157,161		89,093
Multifamily		67,286		26,896
Commercial		241,079		41,076
Total construction loans		465,526		157,065
Total real estate loans originated		3,873,539		7,068,081
Retail consumer		2,682,292		2,288,511
Automobile		1,403,840		2,007,359
Consumer finance		294,681		224,766
Leases		277,613		175,517
Corporate banking		1,193,153		922,003
Total loans and leases originated		9,725,118		12,686,237
Acquired through business combinations and purchases		1,559,178		407,089
Sales and principal reductions:
Loans sold		920,390		1,648,230
Loans exchanged for mortgage-backed securities		124,678		5,765,725
Principal reductions		5,787,110		6,285,924
Total sales and principal reductions		6,832,178		13,699,879
Increase (decrease) before net items	$	4,452,118	$	(606,553	)

CHARTER ONE FINANCIAL, INC.
ALLOWANCE FOR LOAN AND LEASE LOSSES
(unaudited)

	Three Months Ended
	6/30/04			3/31/04			12/31/03			9/30/03			6/30/03
	(Dollars in thousands)
Allowance for loan and lease losses:
Balance, beginning of period	$	384,842		$	383,733		$	389,355		$	376,393		$	355,926
Provision for loan and lease losses		7,160			18,616			17,778			37,663			35,360
Acquired through business combination		—			—			—			—			4,969
Loans and leases charged off:
One-to-four family		(1,763	)		(827	)		(686	)		(655	)		(1,036	)
Commercial real estate		(6	)		(872	)		(419	)		(474	)		(253	)
Retail consumer		(3,322	)		(2,534	)		(2,234	)		(2,819	)		(2,596	)
Automobile		(9,698	)		(13,679	)		(16,794	)		(15,869	)		(13,628	)
Consumer finance		(4,468	)		(3,479	)		(3,811	)		(4,396	)		(3,975	)
Leases		—			—			—			—			(2,095	)
Corporate banking		(4,979	)		(2,516	)		(5,018	)		(6,610	)		(2,652	)
Total charge-offs		(24,236	)		(23,907	)		(28,962	)		(30,823	)		(26,235	)
Recoveries:
One-to-four family		30			11			24			31			41
Commercial real estate		46			64			129			68			61
Retail consumer		752			634			380			1,044			548
Automobile		4,845			4,421			4,010			4,279			4,561
Consumer finance		370			228			264			329			235
Leases		—			433			253			228			606
Corporate banking		427			609			502			143			321
Total recoveries		6,470			6,400			5,562			6,122			6,373
Net loan and lease charge-offs		(17,766	)		(17,507	)		(23,400	)		(24,701	)		(19,862	)
Balance, end of period	$	374,236		$	384,842		$	383,733		$	389,355		$	376,393
Net charge-offs to average loans and leases (annualized)		.23	%		.24	%		.32	%		.37	%		.30	%

	Six Months Ended
	6/30/04			6/30/03
	(Dollars in thousands)
Allowance for loan and lease losses:
Balance, beginning of period	$	383,733		$	328,017
Provision for loan and lease losses		25,776			96,831
Acquired through business combination		—			4,969
Loans and leases charged off:
One-to-four family		(2,590	)		(1,706	)
Commercial real estate		(878	)		(753	)
Retail consumer		(5,856	)		(6,074	)
Automobile		(23,377	)		(30,078	)
Consumer finance		(7,947	)		(8,512	)
Leases		—			(8,156	)
Corporate banking		(7,495	)		(9,897	)
Total charge-offs		(48,143	)		(65,176	)
Recoveries:
One-to-four family		41			58
Commercial real estate		110			209
Retail consumer		1,386			981
Automobile		9,266			8,676
Consumer finance		598			340
Leases		433			999
Corporate banking		1,036			489
Total recoveries		12,870			11,752
Net loan and lease charge-offs		(35,273	)		(53,424	)
Balance, end of period	$	374,236		$	376,393
Net charge-offs to average loans and leases (annualized)		.23	%		.41	%

CHARTER ONE FINANCIAL, INC.
NET CHARGE-OFFS TO AVERAGE LOANS AND LEASES
(unaudited)

	Three Months Ended
	6/30/04			3/31/04			12/31/03			9/30/03			6/30/03
	(Dollars in thousands)
Average loans and leases:
Mortgage	$	13,387,468		$	12,193,635		$	12,333,237		$	11,481,071		$	11,126,226
Retail consumer		6,513,957			5,699,052			5,346,225			4,535,869			4,329,896
Automobile		6,249,478			6,322,555			6,360,687			6,317,768			6,088,204
Consumer finance		1,242,331			1,107,101			1,079,984			1,055,588			1,023,295
Leases		2,223,471			2,188,135			2,196,592			2,116,646			2,127,384
Corporate banking		1,837,607			1,709,598			1,559,806			1,486,139			1,406,814
Total average loans and leases	$	31,454,312		$	29,220,076		$	28,876,531		$	26,993,081		$	26,101,819
Net charge-offs (recoveries) to average loans and leases (annualized):
Mortgage		.05	%		.05	%		.03	%		.04	%		.04	%
Retail consumer		.16			.13			.14			.16			.19
Automobile		.31			.59			.80			.73			.60
Consumer finance		1.32			1.17			1.31			1.54			1.46
Leases		—			(.08	)		(.05	)		(.04	)		.28
Corporate banking		.99			.45			1.16			1.74			.66
Total		.23			.24			.32			.37			.30

LOAN AND LEASE PORTFOLIO
(unaudited)

	6/30/04			3/31/04			12/31/03			9/30/03			6/30/03
	(Dollars in thousands)
Loan and lease portfolio, net(1):
One-to-four family:
Permanent:
Fixed rate	$	8,422,124		$	6,825,379		$	6,001,695		$	6,737,463		$	5,411,639
Adjustable rate		2,608,089			2,867,295			2,830,677			2,600,507			2,577,778
Construction		510,957			483,275			485,354			451,093			418,485
		11,541,170			10,175,949			9,317,726			9,789,063			8,407,902
Commercial real estate:
Multifamily		866,076			800,524			776,528			752,006			739,464
Commercial		1,276,177			1,242,304			1,193,377			1,181,362			1,148,073
Construction		583,999			541,600			521,680			528,628			536,330
		2,726,252			2,584,428			2,491,585			2,461,996			2,423,867
Consumer:
Retail		6,899,475			6,018,261			5,491,923			4,999,488			4,180,702
Automobile		6,245,154			6,272,710			6,364,703			6,376,830			6,247,964
Consumer finance		1,395,972			1,130,226			1,092,533			1,073,054			1,038,517
		14,540,601			13,421,197			12,949,159			12,449,372			11,467,183
Business:
Leases		2,244,746			2,208,350			2,195,418			2,166,350			2,104,713
Corporate banking		1,926,983			1,780,350			1,680,293			1,553,739			1,462,880
		4,171,729			3,988,700			3,875,711			3,720,089			3,567,593
Loans and leases before allowance for loan and lease losses		32,979,752			30,170,274			28,634,181			28,420,520			25,866,545
Allowance for loan and lease losses		(374,236	)		(384,842	)		(383,733	)		(389,355	)		(376,393	)
Loans and leases, net(1)	$	32,605,516		$	29,785,432		$	28,250,448		$	28,031,165		$	25,490,152
Portfolio of loans serviced for others	$	15,104,799		$	16,124,233		$	16,877,169		$	16,700,490		$	18,948,077

(1) Includes loans held for sale.

CHARTER ONE FINANCIAL, INC.
NONPERFORMING AND UNDERPERFORMING ASSETS
(unaudited)

	6/30/04			3/31/04			12/31/03			9/30/03			6/30/03
	(Dollars in thousands)
Nonperforming assets:
Nonaccrual loans and leases:
Real estate mortgage loans:
One-to-four family	$	25,065		$	24,143		$	23,301		$	22,784		$	25,723
Multifamily and commercial		37,768			34,296			33,692			11,333			16,764
Construction and land		56,341			25,114			25,161			22,974			27,483
Total real estate mortgage loans		119,174			83,553			82,154			57,091			69,970
Retail consumer		11,988			10,163			9,818			10,405			10,652
Automobile		—			—			—			—			—
Consumer finance		38,667			43,733			42,843			42,589			43,175
Leases		4,161			6,201			6,360			6,569			6,877
Corporate banking		32,992			25,073			28,408			25,078			35,595
Total nonaccrual loans and leases		206,982			168,723			169,583			141,732			166,269
Restructured loans		—			—			474			481			488
Total nonperforming loans and leases		206,982			168,723			170,057			142,213			166,757
Real estate and other collateral owned		26,938			29,793			35,654			47,249			39,278
Total nonperforming assets	$	233,920		$	198,516		$	205,711		$	189,462		$	206,035
Ratio of:
Nonperforming loans and leases to total loans and leases		.63	%		.57	%		.60	%		.51	%		.65	%
Nonperforming assets to total assets		.55			.48			.48			.44			.47
Nonperforming assets to total loans, leases and real estate and other collateral owned		.72			.67			.73			.67			.81
Allowance for loan and lease losses to:
Nonperforming loans and leases		180.81			228.09			225.65			273.78			225.71
Total loans and leases before allowance		1.13			1.28			1.34			1.37			1.46
Accruing loans and leases delinquent more than 90 days:
Real estate mortgage loans:
One-to-four family	$	18,083		$	21,576		$	21,549		$	21,239		$	18,056
Multifamily and commercial		—			—			—			—			396
Construction and land		—			—			—			—			—
Total real estate mortgage loans		18,083			21,576			21,549			21,239			18,452
Retail consumer		2,815			2,144			2,722			2,654			3,056
Automobile		2,124			2,035			2,771			2,680			2,254
Consumer finance		16,537			15,340			17,839			23,298			21,172
Leases		—			—			52			—			—
Corporate banking		261			412			522			311			117
Total accruing loans and leases delinquent more than 90 days	$	39,820		$	41,507		$	45,455		$	50,182		$	45,051
Total underperforming assets	$	273,740		$	240,023		$	251,166		$	239,644		$	251,086
Ratio of:
Underperforming assets to total assets		.64	%		.58	%		.59	%		.55	%		.57	%
Underperforming assets to total loans, leases and real estate and other collateral owned		.84			.81			.89			.85			.98

SIGNATURES

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 thereunto duly authorized.

	CHARTER ONE FINANCIAL, INC.
Date: July 19, 2004	By: /s/ Robert J. Vana
	Robert J. Vana
	Senior Vice President, Chief
	Corporate Counsel and Corporate Secretary