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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 _______________________
 FORM 10-K/A
 Amendment No.1
 x
    
    ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO
SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to _____________
 Commission File No. 000-23975
 ________________________
 FIRST NIAGARA FINANCIAL GROUP, INC.
  ________________________
 Delaware
    
    42-1556195(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 6950 South Transit Road, P.O. Box 514, Lockport, NY
    
    14095-0514(Address of Principal Executive Offices)
    
    (Zip Code)
 (716) 625-7500
 Securities Registered Pursuant to Section 12(b) of the Act:
 Common Stock, par value $0.01 per share
    
    The NASDAQ Stock Market LLC(Title of Class)
    
    (Name of Exchange on which Registered)
 Securities Registered Pursuant to Section 12(g) of the Act:
None
 ______________________
  x o
  o x
  x o
 o
  Large accelerated filer     x
    
    Accelerated filer     oNon-accelerated filer     o
    
    Smaller reporting company     o
 o x




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TABLE OF CONTENTS  DOCUMENTS INCORPORATED BY REFERENCEExplanatory NoteITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-23EX-31.1EX-31.2EX-32    Table of Contents  
 DOCUMENTS INCORPORATED
BY REFERENCE
  Document
    
    PartProxy Statement for
the 2009 Annual
Meetingof
Stockholders
    
    Part III, Item 10
Directors, Executive Officers and Corporate GovernancePart III, Item 11
Executive CompensationPart III, Item 12
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder MattersPart III, Item 13
Certain Relationships and Related Transactions, and Director IndependencePart III, Item 14
Principal Accountant Fees and Services




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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)
    
    b) Exhibits
  Exhibit Index to Form 10-K/AExhibit 3.1
    
    Certificate of Incorporation (1)Exhibit 3.2
    
    Certificate of Designations of Series A Preferred Stock (2)Exhibit 3.3
    
    Amended and Restated Bylaws (3)Exhibit 10.1
    
    Form of Employment Agreement with the Named Executive Officers (3)Exhibit 10.2
    
    First Niagara Bank Deferred Compensation Plan (4)Exhibit 10.3
    
    First Niagara Financial Group, Inc. 1999 Stock Option Plan(5)Exhibit 10.4
    
    First Niagara Financial Group, Inc. 1999 Recognition and Retention Plan(6)Exhibit 10.5
    
    First Niagara Financial Group, Inc. Amended and Restated 2002 Long-Term Incentive Stock Benefit Plan(5)Exhibit 10.6
    
    First Amended and Restated Revolving Credit Promissory Note with Fifth Third Bank (7)Exhibit 10.7
    
    Residential Mortgage Program Agreement with Homestead Funding Corp. (8)Exhibit 10.8
    
    First Niagara Financial Group, Inc. 2005 Long-Term Performance Plan(9)Exhibit 11
    
    Calculations of Basic Earnings Per Share and Diluted Earnings Per Share (See Note 16 of Notes to Consolidated
Financial Statements)Exhibit 21
    
    Subsidiary of First Niagara Financial Group, Inc. (See Part I, Item 1 of Form 10-K/A)Exhibit 23
    
    Consent of Independent Registered Public Accounting FirmExhibit 31.1
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 31.2
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 32
    
    Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to our Registration Statement on Form S-1, originally
filed with the Securities and Exchange Commission on September 18, 2002.(2)
    
    Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on November 25, 2008.(3)
    
    Incorporated by reference to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 30, 2009.(4)
    
    Incorporated by reference to our Pre-effective Amendment No. 1 to the
Registration Statement on Form S-1, filed with the Securities and Exchange Commission
on November 14, 2002.(5)
    
    Incorporated by reference to our Registration Statement on Form S-1, originally
filed with the Securities and Exchange Commission on December 22, 1997.(6)
    
    Incorporated by reference to our 2005 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 15, 2006.(7)
    
    Incorporated by reference to our Proxy Statement for the 1999 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on March 31, 1999.(8)
    
    Incorporated by reference to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 11, 2008.(9)
    
    Incorporated by reference to the Current Report on 8-K filed with the
Securities and Exchange Commission on December 12, 2008.(10)
    
    Incorporated by reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 23, 2005.




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SIGNATURES
  FIRST NIAGARA FINANCIAL GROUP, INC.Date: April 10, 2009
    By:
    /s/ John R. KoelmelJohn R. KoelmelPresident and Chief Executive Officer