SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                               FORM 8-A


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

  FIRST EMPIRE STATE CORPORATION       FIRST EMPIRE CAPITAL TRUST I

     (Exact Name of Registrant          (Exact Name of Registrant
   as Specified in its Charter)       as Specified in its Charter)

            New York                            Delaware

     (State of Incorporation of         (State of Incorporation or
           Organization)                      Organization)


           16-0968385                         52-6836331
  (IRS Employer Identification       (IRS Employer Identification
            Number)                             Number)


                            One M&T Plaza
                       Buffalo, New York 14240

              (Address of Principal Executive Offices)

    If this Form relates to the registration of a class of debt securities 
and is effective upon filing pursuant to General Instruction A(c)(1), please 
check the following box. [ ]

    If this Form relates to the registration of a class of debt securities 
and is to become effective simultaneously with the effectiveness of a 
concurrent registration statement under the Securities Act of 1933 pursuant 
to General Instruction A(c)(2), please check the following box. [ ]

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

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


              None.                     Not applicable.

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

       ______% Capital Securities of First Empire Capital Trust I
             (and the Guarantee with respect thereto)

            ______ % Junior Subordinated Debentures of
                  First Empire State Corporation

                        (Title of Class)




                                       - 2 -

Item 1.  Description of Registrants' Securities to be Registered

       For a full description of First Empire Capital Trust I's ____% Capital 
Securities (the "Capital Securities"), First Empire State Corporation's 
Guarantee (the "Guarantee") and First Empire State Corporation's ____% Junior 
Subordinated Debentures (the "Debentures") being registered hereby, reference 
is made to the information contained under the captions "Description of 
Capital Securities", "Description of Junior Subordinated Debentures", and 
"Description of Guarantee" in the Prospectus that forms part of the 
Registrants' registration statement (Registration Nos. 333-20027 and 
333-20027-01) filed with the Securities and Exchange Commission ("SEC") on 
January 17, 1997, under the Securities Act of 1933, as amended (the 
"Securities Act"), which registration statement was amended by Pre-Effective 
Amendment No. 1 filed with the SEC on January 23, 1997. The information 
contained in the foregoing Registration Statement, as amended (the 
"Registration Statement"), and the Prospectus, are incorporated herein by 
reference. Definitive copies of the Prospectus describing the Capital 
Securities and the Debentures will be filed pursuant to Rule 430A or pursuant 
to an amendment to the Registration Statement under the Securities Act, and 
shall be incorporated by reference into this registration statement on Form 
8-A.

Item 2. Exhibits

       2.1       Trust Agreement of First Empire Capital Trust I. 
                 Incorporated by reference to Exhibit 4.2 to the Registration 
                 Statement.

       2.2       Form of Amended and Restated Trust Agreement for First 
                 Empire Capital Trust I. Incorporated by reference to 
                 Exhibit 4.3 to the Registration Statement.

       2.3       Form of Guarantee. Incorporated by reference to Exhibit 4.4 
                 to the Registration Statement.

       2.4       Form of Junior Subordinated Indenture. Incorporated by 
                 reference to Exhibit 4.1 to the Registration Statement.



                                     - 3 -

                                  SIGNATURES

    Pursuant to the requirements of Section 12 of the Securities Exchange Act 
of 1934, as amended, the registrants have duly caused this registration 
statement to be signed on their behalf by the undersigned, thereunto duly 
authorized.

Dated: January 27, 1997.

FIRST EMPIRE STATE CORPORATION         FIRST EMPIRE CAPITAL TRUST I


By /s/ Gary S. Paul                    By /s/ Gary S. Paul
   --------------------------             --------------------------
   Gary S. Paul                           Gary S. Paul
   Senior Vice President                  Administrator