CHARTER ONE FINANCIAL INC
8-A12B, 1999-11-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ----------------------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                           CHARTER ONE FINANCIAL, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                                                 34-1567092
- --------------------------------------------------------------------------------
(State of incorporation or                                   (IRS Employer
     organization)                                         Identification No.)



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

        Securities to be registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange
Title of each class                                     on which each class
to be so registered                                     is to be registered
- --------------------                                    -----------------------

Preferred Stock Purchase Rights                         New York Stock Exchange

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box.                                  [X]

If this Form  relates to the  registration  of a class  securities  pursuant  to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box.                                  [ ]

        Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)


                                     Page 1


<PAGE>



Item 1.   Description of Registrant's Securities to be Registered.

     A  description  of the  preferred  stock  purchase  rights of  Charter  One
Financial,  Inc.  (the  "Company")  is set forth under "Item 1.  Description  of
Registrant's  Securities  to be  Registered"  contained in the amendment on Form
8-A/A filed with the Securities and Exchange  Commission  (the "SEC") on October
28, 1999 to the Company's  Registration Statement on Form 8-A filed with the SEC
on November 22, 1989. Such description is incorporated herein by reference.

Item 2.   Exhibits.

Exhibit No.          Description

1                    Amended  and   Restated   Stockholder   Protection   Rights
                     Agreement,  dated October 20, 1999, between the Company and
                     BankBoston,  N.A.,  as rights  agent (filed as Exhibit 2 to
                     the Company's Registration Statement on Form 8-A/A filed on
                     October 28, 1999 and incorporated herein by reference).



                                     Page 2

<PAGE>



                                    SIGNATURE


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                      CHARTER ONE FINANCIAL, INC.



Date: November 30, 1999                By: /s/ Robert J. Vana
                                           -------------------------------------
                                           Robert J. Vana
                                           Chief Corporate Counsel and
                                           Secretary





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