SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                             (Amendment No. )*

                      FIRST EMPIRE STATE CORPORATION
                             (Name of Issuer)

                                  Common
                      (Title of Class of Securities)

                                320076102         
                              (CUSIP Number)


     Check the following box if a fee is being paid with this
     statement X

     (A fee is not required only if the filing person: (1) has a
     previous statement on file reporting beneficial ownership of
     more than five percent of the class of securities described
     in Item 1; and (2) has filed no amendment subsequent thereto
     reporting beneficial ownership of five percent or less of
     such class.)  (See Rule 13d-7.)    

     *The remainder of this cover page shall be filled out for a
     reporting person's initial filing on this form with respect
     to the subject class of securities, and for any subsequent
     amendment containing information which would alter the
     disclosures provided in a prior cover page.

     The information required in the remainder of this cover page
     shall not be deemed to be "filed" for the purpose of Section
     18 of the Securities Exchange Act of 1934 ("Act") or
     otherwise subject to the liabilities of that section of the
     Act but shall be subject to all other provisions of the Act
     (however, see the Notes).    
               
                     (Continued on following page(s))

                          Page 1 of 10 Pages
     

______________________________________________________________
                               
                               13G

CUSIP NO. 320076102                      PAGE 2 OF 10 PAGES

______________________________________________________________
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     OPPENHEIMER GROUP, INC.
     I.R.S. NO. 13-3331657
______________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) 
                                                       (b)  X
______________________________________________________________
3    SEC USE ONLY

______________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE
______________________________________________________________
NUMBER OF      5    SOLE VOTING POWER
                    
SHARE               0
               _______________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            415,775        
_______________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               _______________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                415,775
______________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
                    415,775
______________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES 

______________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    6.30%
______________________________________________________________
12   TYPE OF REPORTING PERSON

     HC
______________________________________________________________
PAGE

______________________________________________________________
                               
                               13G

CUSIP NO. 320076102                 PAGE 3 OF 10 PAGES

______________________________________________________________
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     OPPENHEIMER CAPITAL
     I.R.S. NO. 13-3413767
_____________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) 
                                                       (b)  X
______________________________________________________________
3    SEC USE ONLY

______________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE
______________________________________________________________
NUMBER OF      5    SOLE VOTING POWER
                    
SHARE               0
               _______________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            415,775               
               _______________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               _______________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                415,775
______________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
                    415,775
______________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES 

______________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    6.30%
______________________________________________________________
12   TYPE OF REPORTING PERSON

     IA
______________________________________________________________


                                        Page 4 of 10 Pages
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                          Schedule 13G
            Under the Securities Exchange Act of 1934

Check the following box if a fee is being paid with this
Statement X


Item 1(b) Name of Issuer:First Empire State Corporation     

Item 1(b) Address of Issuer's Principal Executive Offices:

          One M & T Plaza, P.O. Box 223, Buffalo, NY 14240

Item 2(a)      Name of Person Filing:

               Oppenheimer Group, Inc.

Item 2(b)      Address of Principal Business Office:

               Oppenheimer Tower, World Financial Center
               New York, New York 10281

Item 2(c)      Citizenship:

               Inapplicable

Item 2(d)      Title of Class of Securities:

               Common 

Item 2(e)      CUSIP Number:  320076102

                         
Item 3(g)      ____X____ Parent Holding Company, in accordance
with 
                         Section 240.13d - 1(b)(1)(ii)(G)  
                         See Exhibit I hereto

Item 4(a)      Amount Beneficially Owned:

                    Oppenheimer Group, Inc.      - 415,775 *

Item 4(b)      Percent of Class:

                    Oppenheimer Group, Inc.      -  6.30%   * 
 
*  Includes amount beneficially owned by Oppenheimer Capital
as disclosed on Page 3 hereof.

PAGE

                                                  Page 5 of 10 Pages
Item 4(c)(i)   Sole Power to Vote or to direct the vote -
                    Oppenheimer Group, Inc.   -            0


Item 4(c)(ii)  Shared power to vote or to direct the vote - 
                    Oppenheimer Group, Inc.   -  415,775     *

Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
                    Oppenheimer Group, Inc.   -            0

Item 4(c)(iv)  Shared power to dispose or to direct the disposition of -
                    Oppenheimer Group, Inc.   -   415,775   * 

Item 5         Ownership to Five Percent or Less of a Class:
                    Inapplicable

Item 6         Ownership of More than Five Percent on Behalf of
                    Another Person:

                    See Exhibit A hereto

Item 7         Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on By the Parent
               Holding Company: 

                    See Exhibit II hereto

Item 8         Identification and Classification of Members of the Group:
                    Inapplicable

Item 9         Notice of Dissolution of Group:
                    Inapplicable

Item 10        Certification:

               By signing below I certify that, to the best of my knowledge
               and belief, the securities referred to above were acquired
               in the ordinary course of business and were not acquired for
               the purpose of and do not have the effect of changing or
               influencing the control of the issuer of such securities and
               were not acquired in connection with or as a participant in
               any transaction having such purpose or effect.

SIGNATURE      After reasonable inquiry and to the best of my knowledge and
               belief, I certify that the information set forth in this
               statement is true, complete and correct.

Date:               February 1, 1995

Signature:      By: /s/ Robert I. Kleinberg    

Name/Title:         Robert I. Kleinberg, Vice President/Secretary       

*    Includes amount beneficially owned by Oppenheimer Capital as disclosed
     on Page 3 hereof.

PAGE

                                    Page 6 of 10 Pages 

                     EXHIBIT A

  The Managing General Partner of Oppenheimer Capital, a registered
  investment adviser, and certain persons to whom it has delegated
  the authority, have the power on behalf of Oppenheimer Capital to
  direct the use of dividends or proceeds of sale of more than five
  (5%) percent of such securities as disclosed on Page 3 hereof. 

MIK8-A12
  
                                           Page 7 of 10 Pages
                             EXHIBIT I
  Oppenheimer Group, Inc. ("Group") is a holding and service company
  owning, directly or indirectly, a variety of companies engaged in
  the securities business, including the companies identified on the
  exhibit to this Schedule 13G.  86.39% of the issued and
  outstanding common stock of Group is owned by Oppenheimer & Co.,
  L.P. ("Oppenheimer LP") a Delaware limited partnership formed by
  the management of Oppenheimer.  The general and limited
  partnership interests in Oppenheimer LP are owned by officers and
  employees of Oppenheimer & Co., Inc., an indirect wholly-owned
  subsidiary of Oppenheimer LP. 16.61% of Group's capital stock has
  been issued to certain Oppenheimer LP warrantholders upon
  presentation for exercise of warrants issued to various investors
  in Oppenheimer LP's 1986 Private Placement.
  This Schedule 13G is being filed by Group as a parent holding
  company pursuant to the provisions of Rule 13d-1(b)(2) on behalf
  of Oppenheimer LP and Group's subsidiary companies and/or certain
  investment advisory clients or discretionary accounts of such
  subsidiaries named herein to report their collective beneficial
  ownership of 415,775 Common Stock of the Issuer aggregating more
  than five (5%) percent of such 6,600,000 shares outstanding.
  Management of the affairs of Group's subsidiaries and of certain
  investment advisory clients, including decisions respecting
  disposition and/or voting of the shares of Common Stock of the
  Issuer, resides in the respective officers and directors of such
  companies and is not directed by Group or Oppenheimer LP.
PAGE

                                               Page 8 of 10 Pages
  Accordingly, the filing of this Schedule 13G by Group is not
  intended as, and should not be deemed, an acknowledgement of
  beneficial ownership or shared voting or dispositive power by
  Group, Oppenheimer LP or any such intermediary company of the
  shares of Common Stock of the Issuer owned by such subsidiaries or
  investment advisory clients, or by any such subsidiary of shares
  of Common Stock of the Issuer owned by any other such subsidiary,
  such beneficial ownership or attribution or shared voting or
  dispositive power being disclaimed.

MIK8-EXHIBITO.I95                       


                                                Page 9 of 10 Pages

                             EXHIBIT II 

  The Parent Holding Company is filing on behalf of Oppenheimer
  Financial Corp., Oppenheimer Equities, Inc. and Oppenheimer
  Holdings, Inc. which would be classified as Item 3(g), and
  Oppenheimer Capital which would be classified as Item 3(e).

  MIK8-EX-IID   


                                           Page 10 of 10 Pages


                              EXHIBIT III    



  The undersigned hereby acknowledges and agrees that a report on
  Schedule 13G being filed by Oppenheimer Group, Inc. on or about
  the date hereof, relating to the common stock of First Empire
  State Corporation is filed on behalf of the undersigned.



  DATED:  February 1, 1995



                                  OPPENHEIMER CAPITAL


                             By: /s/ Robert I. Kleinberg
                                 Robert I. Kleinberg
                                 Vice President & Secretary of
                                 Oppenheimer Financial Corp.,
                                 The Managing General Partner. 




 MIK8-FIRSTREM.195