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): December 13, 2011

First Niagara Financial Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware		000-23975		42-1556195
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

726 Exchange Street, Suite 618, Buffalo, NY		14210
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (716) 819-5500

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03. Material Modification to the Rights of Security Holders.

On December 14, 2011, First Niagara Financial Group, Inc. (the “Company”) issued and sold 14,000,000 shares of fixed-to-floating rate perpetual non-cumulative preferred stock, Series B, with a liquidation preference of $25 per share (“Preferred Stock”). Under the terms of the Preferred Stock, the Company’s ability to declare or pay dividends or more distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its common stock is subject to certain restrictions in the event that the Company does not pay in full or declare and set aside for payment in full dividends on the Preferred Stock. The terms of the Preferred Stock are more fully set forth in the Certificate of Designations described in Item 5.03 below and filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 13, 2011, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of Delaware to establish the preferences, limitations and relative rights of the Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On December 7, 2011, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, in their capacities as representatives of the other underwriters named therein (the “Underwriters”), with respect to the offer and sale (the “Offering”) by the Company of the Preferred Stock.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in respect of these liabilities. In the ordinary course of business the Underwriters or their respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and expenses.

The net proceeds of the Offering to the Company were approximately $338.8 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering was made pursuant to the prospectus supplement dated December 7, 2011 and the accompanying base prospectus dated September 19, 2011, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-176919) (the “Registration Statement”), which was filed with the Commission on September 20, 2011 and became effective upon filing.

The above summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the Underwriting Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated by reference herein. A copy of the opinion of Sullivan & Cromwell LLP relating to the legality of the issuance and sale of Preferred Stock in the Offering is attached to this Current Report on Form 8-K as Exhibit 5.1. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1, Exhibit 3.1, Exhibit 5.1 and Exhibit 23.1 as exhibits to the Registration Statement and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.				Description
	1.1			Underwriting Agreement, dated December 7, 2011, between the Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, in their capacities as representatives of the other underwriters named therein.
	3.1			Certificate of Designations of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series B, dated December 13, 2011.
	5.1			Opinion of Sullivan & Cromwell LLP, dated December 14, 2011.
	23.1			Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

SIGNATURE

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

		First Niagara Financial Group, Inc.
		(Registrant)
December 14, 2011		/s/ GREGORY W. NORWOOD
(Date)		Gregory W. Norwood
		Chief Financial Officer
		(Duly authorized representative)

EXHIBIT INDEX

No.				Description
	1.1			Underwriting Agreement, dated December 7, 2011, between the Company and Goldman. Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, in their capacities as representatives of the other underwriters named therein.
	3.1			Certificate of Designations of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series B, dated December 13, 2011.
	5.1			Opinion of Sullivan & Cromwell LLP, dated December 14, 2011.
	23.1			Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).