c                As filed with the Securities and Exchange
                      Commission on November 2, 1995


                                             Registration No. 33-_______


                              _______________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                              _______________

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933


                      FIRST EMPIRE STATE CORPORATION            
          (Exact name of registrant as specified in its charter)

               New York                              16-0968385     
    (State or other jurisdiction of               (I.R.S. Employer    
    incorporation or organization)              Identification No.) 

    One M&T Plaza, Buffalo, New York                   14240       
(Address of Principal Executive Offices)              (Zip Code)       
 


                      First Empire State Corporation
                          1983 Stock Option Plan
                         (Full title of the Plan)


                        Richard A. Lammert, Esquire
           Senior Vice President, General Counsel and Secretary
                      First Empire State Corporation
                               One M&T Plaza
                          Buffalo, New York  14240       
                  (Name and address of agent for service)


                              (716) 842-5390                        
       (Telephone number, including area code, of agent for service)

                                 Copy to:

                          Steven Kaplan, Esquire
                              Arnold & Porter
                         555 Twelfth Street, N.W.
                          Washington, D.C.  20004
                               202-942-5998


                     CALCULATION OF REGISTRATION FEE


                                                                 
                            Proposed    Proposed
                            Maximum     Maximum
Title Of        Amount      Offering    Aggregate     Amount Of
Securities To   To Be       Price       Offering      Registration
Be Registered   Registered  Per Share*  Price*        Fee

Common Stock    500,000     $192.75     $96,375,000   $33,232.76
$5.00 Par Value Shares

                                                                  
*   Estimated solely for the purpose of calculating the
registration fee pursuant to Securities Act Rule 457(c), on the
basis of the average of the high and low sale prices of the
Registrant's Common Stock on the American Stock Exchange on
October 30, 1995, which date is within 5 business days prior to
the date of the filing of this Registration Statement, as
reported by The Wall Street Journal.



                            PART II


      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         The statements contained in Items 3 through 9 of the
registration statement on Form S-8 filed by First Empire State
Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission ("Commission") on February
18, 1993 (File No. 33-58500) are hereby incorporated by
reference.



                          SIGNATURES

         Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buffalo, State of New York, on
October 30, 1995.

                               FIRST EMPIRE STATE CORPORATION


                               By:   /s/ JAMES L. VARDON     
                                    James L. Vardon
                                    Executive Vice President and 
                                    Chief Financial Officer



         Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on October 30, 1995.


Signature                           Title



 /s/ ROBERT G. WILMERS  
Robert G. Wilmers                   Chairman of the Board,
                                    President and Chief Executive
                                    Officer (Principal Executive
                                    Officer)



 /s/ JAMES L. VARDON                
James L. Vardon                     Executive Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)



           *                        
Brent D. Baird                      Director



           *                        
John H. Benisch                     Director




           *                        
C. Angela Bontempo                  Director



           *                        
Robert T. Brady                     Director



           *                        
Patrick J. Callan                   Director



                                    
David N. Campbell                   Director



           *                        
James A. Carrigg                    Director



           *                        
Barber B. Conable, Jr.              Director



           *                        
Richard E. Garman                   Director



           *                        
James V. Glynn                      Director



                                    
Roy M. Goodman                      Director



                                    
Patrick W.E. Hodgson                Director



                                    
Samuel T. Hubbard, Jr.              Director



                                    
Lambros J. Lambros                  Director



           *                        
Wilfred J. Larson                   Director


  
           *                        
Jorge G. Pereira                    Director



           *                        
William C. Shanley, III             Director



           *                        
Raymond D. Stevens, Jr.             Director



           *                        
Richard D. Trent                    Director



           *                        
John L. Wehle, Jr.                  Director



*By  /s/ RICHARD A. LAMMERT
    Richard A. Lammert
    (Attorney-in-Fact)



                       INDEX OF EXHIBITS




Exhibit 4.1       Provisions of the Restated Certificate of
                  Incorporation of First Empire State
                  Corporation defining the rights of security
                  holders.  Incorporated herein by reference to
                  Exhibit No. 19 to the Company's Quarterly
                  Report on Form 10-Q for the quarter ended
                  March 31, 1989 and Exhibit No. 19 to the
                  Company's Quarterly Report on Form 10-Q for
                  the quarter ended March 31, 1991 (File No. 1-
                  9861).

Exhibit 4.2       Provisions of the Bylaws of First Empire
                  State Corporation defining the rights of
                  security holders.  Incorporated herein by
                  reference to Exhibit No. 3.2 to the Company's
                  Annual Report on Form 10-K for the year ended
                  December 31, 1991 (File No. 1-9861).

Exhibit 4.3       First Empire State Corporation 1983 Stock
                  Option Plan, as amended and restated. 
                  Incorporated herein by reference to Exhibit
                  No. 10 to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended March 31,
                  1995.

Exhibit 5         Opinion of Richard A. Lammert with respect to
                  the legality of the Common Stock being
                  registered.  Filed herewith.

Exhibit 15        Not applicable.

Exhibit 23.1      Consent of Price Waterhouse, Independent
                  Accountants.  Filed herewith.

Exhibit 23.2      Consent of Richard A. Lammert.  Contained in
                  his opinion filed as Exhibit 5 hereto.

Exhibit 24        Powers of Attorney of certain officers and
                  directors of the Company.  Filed herewith.

Exhibit 28        Not applicable.

Exhibit 99        None.

                                                       Exhibit 5




                                   October 30, 1995



First Empire State Corporation
One M&T Plaza
Buffalo, New York 14240

Ladies and Gentlemen:

          Reference is made to the Registration Statement on Form
S-8 ("Registration Statement") of First Empire State Corporation
("First Empire") related to the registration of 500,000
additional shares of common stock, par value $5.00 per share
("Common Stock"), which are to be offered pursuant to stock
options and stock appreciation rights granted or to be granted
under the First Empire State Corporation 1983 Stock Option Plan,
as amended (the "1983 Stock Option Plan").

          I have been requested to furnish an opinion to be
included as Exhibit 5 to the Registration Statement.  In
conjunction with the furnishing of this opinion, I have examined
such corporate documents and have made such investigation of
matters of fact and law as I have deemed necessary to render this
opinion.

          Based upon such examination and investigation, and upon
the assumption that there will be no material changes in the
documents examined and the matters investigated, I am of the
opinion that the 500,000 shares of Common Stock subject to the
1983 Stock Option Plan have been duly authorized by First Empire
and that, when issued upon the exercise of options and stock
appreciation rights in accordance with the terms of the 1983
Stock Option Plan, and for legal consideration of not less than
$5.00 per share, will be legally issued and will be fully paid
and nonassessable.

          I consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.

                                   Very truly yours,

                                   /s/Richard A. Lammert


RAL/ng

                                   
                                                  Exhibit 23.1





               CONSENT OF INDEPENDENT ACCOUNTANTS



          We hereby consent to the incorporation by reference in
          this Registration Statement on Form S-8 of our report
          dated January 10, 1995, which appears on page 52 of
          First Empire State Corporation's Annual Report on Form
          10-K for the year ended December 31, 1994.


          /s/Price Waterhouse LLP


          Buffalo, New York
          October 30, 1995
                        POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/Brent D. Baird      
                                      Signature



                                    Brent D. Baird     

                                      Print Name       


                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                /s/John H. Benisch      
                                      Signature



                                    John H. Benisch    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                               /s/C. Angela Bontempo    
                                      Signature



                                  C. Angela Bontempo   

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/Robert T. Brady     
                                      Signature



                                    Robert T. Brady    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                               /s/Patrick J. Callan     
                                      Signature



                                  Patrick J. Callan    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                /s/James A. Carrigg     
                                      Signature



                                   James A. Carrigg    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                              /s/Barber B. Conable, Jr. 
                                      Signature



                                 Barber B. Conable, Jr.

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                /s/Richard E. Garman    
                                      Signature



                                   Richard E. Garman   

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/James V. Glynn      
                                      Signature



                                    James V. Glynn     

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                               /s/Wilfred J. Larson     
                                      Signature



                                  Wilfred J. Larson    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/Jorge G. Pereira    
                                      Signature



                                    Jorge G. Pereira   

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                              /s/William C. Shanley,
III                                   Signature



                                 William C. Shanley,
III
                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                              /s/Raymond D. Stevens,
Jr.                                   Signature



                                 Raymond D. Stevens,
Jr.
                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/Richard D. Trent    
                                      Signature



                                    Richard D. Trent   

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                               /s/John L. Wehle, Jr.    
                                      Signature



                                  John L. Wehle, Jr.   

                                      Print Name