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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