NIAGARA BANCORP INC
DEFA14A, 1999-05-07
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                           SCHEDULE 14-A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x] 
Check the  appropriate  box:
[ ]  Preliminary  Proxy  Statement 
[ ]  Definitive  Proxy Statement 
[x] Definitive  Additional  Materials 
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                              Niagara Bancorp, Inc.
             -------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


             -------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[x]  No fee required.
[  ]  $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1),or 14a-6(j)(2).
[  ]  $500 per each party to the controversy pursuant to Exchange Act 
      Rule 14a-6(i)(3).
[  ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         1) Title of each class of securities to which transaction applies:
         .......................................................................

         2) Aggregate number of securities to which transaction applies:

         .......................................................................
         3) Per unit price or other  underlying  value of  transaction  computed
          pursuant to Exchange Act Rule 0-11:

         .......................................................................
         4) Proposed maximum aggregate value of transaction:

         .......................................................................

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:


2) Form, Schedule or Registration Statement No.:

3) Filing Party:


4) Date Filed: 5/7/99


<PAGE>

                         Supplement dated April 30, 1999
                                       To
                      Proxy Statement dated March 22, 1999


Dear Shareholders:

The annual meeting of shareholders of Niagara Bancorp, Inc. was duly convened as
schedule on April 27, 1999.

At the  meeting,  the four  nominees  listed in the proxy  statement to serve as
directors  were  elected.  The  proposal to ratify  KPMG,  LLP as the  Company's
independent accountants for 1999 was also approved.

Due to delays in the  distribution of proxy materials,  a significant  amount of
shares were not voted on the proposals to approve the Niagara Bancorp, Inc. 1999
Stock Option Plan and Niagara Bancorp, Inc. 1999 Recognition and Retention Plan.
This is  especially  true of shares  held in  "street  name",  that is through a
broker or other nominee.  Applicable  rules do not permit brokers to vote shares
held by clients on proposals  to approve the stock  option plan and  recognition
and retention plan unless they have received  specific  instructions  from their
clients.

In order to allow  sufficient time for  shareholders  to vote on this matter,  a
motion was passed at the meeting to adjourn the meeting  until 4:00 p.m.  (local
time) on Tuesday,  May 18, 1999 at which time the proposals  will be voted upon.
The adjourned meeting will be held at the Company's  Administrative Center, 6950
South Transit Road, Lockport, New York.

In order to ensure that your shares be represented on these  proposals,  we have
enclosed a proxy  card and return  envelope  for your use.  If you have  already
voted on this matter,  you need not vote again.  As noted above,  if your shares
are held through a broker,  it will not be able to vote your shares without your
specific instruction.  Your broker or agent will provide you with another voting
instruction  form and return  envelope in order that your shares are represented
at the adjourned meeting.  In addition,  you may utilize the toll-free number on
this voting instruction form to vote your shares.




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