As filed with the Securities and Exchange Commission on December 24, 1997
                                                     Registration No. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

      REGISTRATION STATEMENT ON FORM S-8 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
                              DIRECTORS STOCK PLAN
                            (Full title of the Plan)

                            RICHARD A. LAMMERT, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                         FIRST EMPIRE STATE CORPORATION
                                 ONE M&T PLAZA
                            BUFFALO, NEW YORK 14240
                                 (716) 842-5390
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                              STEVEN KAPLAN, ESQ.
                                ARNOLD & PORTER
                            555 TWELFTH STREET, N.W.
                             WASHINGTON, D.C. 20004
                                 (202) 942-5998

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

                        CALCULATION OF REGISTRATION FEE


===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   Proposed                   Proposed Maximum 
Title of Securities to         Amount to be        Maximum Offering           Aggregate Offering            Amount of 
be Registered                  Registered          Price Per Share(*)         Price (*)                     Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Common Stock,                  5,000 Shares         $438.00                    $2,190,000                       $647.00
Par value $5.00 
===================================================================================================================================


(*) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h), and on the basis of the average of the
high and low sale prices of the Registrants Common Stock on the American Stock
Exchange on December 19, 1997, which date is within 5 business days prior to the
date of the filing of this Registration Statement.





                                    PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:

         (i)   Annual Report on Form 10-K for the year ended December 31, 1996;

         (ii)  Quarterly Reports on Form 10-Q for the quarterly periods ended
               March 31, 1997, June 30, 1997 and September 30, 1997; and

         (iii) Current Reports on Form 8-K dated January 9, 1997, January 31,
               1997, February 19, 1997, June 6, 1997, June 24, 1997 and October
               28, 1997; and

         (iv)  The description of the Corporation's Common Stock contained in
               the Corporation's Registration Statement, pursuant to Section 12
               of the Securities Exchange Act of 1934, as amended ("Exchange
               Act"), and any amendment or report filed for the purpose of
               updating such description.

         All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all of the securities offered hereby have been sold or which withdraws from
registration such securities then remaining unsold shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.
        
        Not applicable.

                                      II-1



Item 5. Interests of Named Experts and Counsel.

         The validity of the securities of the Corporation being registered
hereby has been passed upon by Richard A. Lammert, Esq., General Counsel to the
Company. As of the close of business on December 16, 1997, Mr. Lammert was the
beneficial owner of 5,691 shares of Common Stock; he held unexercised options
granted under the Corporation's 1983 Stock Option Plan to purchase 9,000 shares
of Common Stock; and he was entitled to the payment of Deferred Compensation
Obligations equal to 224 shares of Common Stock.

         The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K of First Empire State Corporation
for the year ended December 31, 1996 have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

         Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will have been audited to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference.


Item 6. Indemnification of Directors and Officers.

         Sections 722-725 of the New York Business Corporation Law permit the
indemnification of any person made or threatened to be made a party to an action
or proceeding, whether civil or criminal, other than an action brought by or in
the right of the corporation, by reason of the fact that such person is or was a
director or officer of the corporation or was serving in any capacity for
another enterprise at the request of the corporation, against judgments, fines,
amounts paid in settlement and reasonable expenses (including attorneys' fees)
actually and reasonably incurred as a result of such action or proceeding,
provided such person acted in good faith and for a purpose he or she reasonably
believed to be in, or in the case of service for another enterprise, not opposed
to, the best interests of the corporation.

         With respect to a proceeding by or in the right of the corporation,
such person may be indemnified against amounts paid in settlement and reasonable
expenses (including attorneys' fees) if he or she acted in good faith and for a
purpose he or she reasonably believed to be in, or in the case of service for
another enterprise, not opposed to, the best interests of the corporation. The
statute provides, however, that no indemnification is allowed with respect to a
threatened action, pending action which is settled or otherwise disposed of, or
as to any person who is adjudged liable to the corporation, unless and only to
the extent that the court, upon application, determines that such person is
entitled to indemnification under the circumstances.

                                      II-2


         The Bylaws of the Corporation provide that directors and officers shall
be indemnified to the fullest extent permitted by the New York Business
Corporation Law or any other applicable law provided, however, that a director
or officer shall be indemnified with respect to any action or proceeding (or
part thereof) initiated by any such director or officer only if such action or
proceeding (or part thereof) was authorized by the board of directors. In
addition, the Corporations Restated Certificate of Incorporation provides that
as to any act or omission occurring after May 7, 1997, a director of the
Corporation shall, to the maximum extent permitted by the laws of the State of
New York, have no personal liability to the Corporation or any of its
stockholders for damages that may arise from any breach of duty as a director.

         The Corporation has purchased insurance insuring officers and directors
of the Corporation against certain liabilities incurred in their capacities as
such to insure the Corporation against payments which it is obligated to make to
such persons under the foregoing indemnification provisions. Such liabilities
could include liabilities arising under the Securities Act.

         The foregoing descriptions are general summaries only. Reference is
made to the full text of the Corporations Restated Certificate of Incorporation
and Bylaws incorporated herein by reference.


Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

         The exhibits listed on the Index of Exhibits of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.


Item 9. Undertakings.

        The undersigned Registrant hereby undertakes:

1.      To file, during any period in which offers or sales are being made, a
        post-effective amendment to this Registration Statement:

        (i)   To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933, as amended (the "Securities Act").

        (ii)  To reflect in the prospectus any facts or events arising after the
              effective date of the Registration Statement (or the most recent
              post-effective amendment thereof) which, individually or in the



                                      II-3



              aggregate, represent a fundamental change in the information set
              forth in the Registration Statement. Notwithstanding the
              foregoing, any increase or decrease in volume of securities
              offered (if the total dollar value of securities offered would not
              exceed that which was registered) and any deviation from the low
              or high end of the estimated maximum offering range may be
              reflected in the form of prospectus filed with the Commission
              pursuant to Rule 424(b) if, in the aggregate, the changes in
              volume and price represent no more than a 20% change in the
              maximum aggregate offering price set forth in the "Calculation of
              Registration Fee" table in the effective registration statement.

        (iii) To include any material information with respect to the plan of
              distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement.

              Provided, however, that paragraphs (i) and (ii) do not apply if
              the information required to be included in a post-effective
              amendment by those paragraphs is contained in periodic reports
              filed by the Registrant pursuant to Section 13 or Section 15(d) of
              the Exchange Act that are incorporated by reference in the
              Registration Statement;

2.      That, for the purpose of determining any liability under the Securities
        Act, each such post-effective amendment shall be deemed to be a new
        registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof;

3.      To remove from registration by means of a post-effective amendment any
        of the securities being registered which remain unsold at the
        termination of the offering;

4.      That, for purposes of determining any liability under the Securities
        Act, each filing of the Registrant's annual report pursuant to Section
        13(a) or Section 15(d) of the Exchange Act that is incorporated by
        reference in the Registration Statement shall be deemed to be a new
        registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof; and

5.      Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of
        the Registrant pursuant to the foregoing provisions, or otherwise, the
        Registrant has been advised that in the opinion of the Commission such
        indemnification is against public policy as expressed in the Securities
        Act and is, therefore, unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the payment by the
        Registrant of expenses incurred or paid by a director, officer or
        controlling person of the Registrant in the successful defense of any
        action, suit or proceeding) is asserted by such director, officer or
        controlling person in connection with the securities being registered,
        the Registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent, submit to a court of appropriate
        jurisdiction the question whether such indemnification by it is against
        public policy as expressed in the Securities Act and will be governed by
        the final adjudication of such issue.


                                      II-4





                                   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 December 24, 1997.

                              FIRST EMPIRE STATE CORPORATION
                
                
                              By:  /s/ Michael P. Pinto    
                                   -------------------------
                                   Michael P. Pinto
                                   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 December 24, 1997.



Signatures                               Title
- ----------                               -----


*
- --------------------------               Director, Chairman of the Board,     
Robert G. Wilmers                        President and Chief Executive Officer
                                         (Principal Executive Officer)        


*
- --------------------------               Executive Vice President and   
Michael P. Pinto                         Chief Financial Officer        
                                         (Principal Financial Officer)  


*                                        Administrative Vice President,
- --------------------------               Controller and Assistant Secretary
Michael R. Spychola                      (Principal Accounting Officer) 






* 
- --------------------------
Brent D. Baird                           Director



*
- --------------------------
John H. Benisch                          Director



*
- --------------------------
C. Angela Bontempo                       Director



*
- --------------------------
Robert T. Brady                          Director



*
- --------------------------
Patrick J. Callan                        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



*
- --------------------------
Raymond D. Stevens, Jr.                  Director



*
- --------------------------
Herbert L. Washington                    Director



*               
- --------------------------
John L. Wehle, Jr.                       Director



By: /s/ Richard A. Lammert
    ----------------------
      Richard A. Lammert
      (Attorney-in-Fact)






                               INDEX OF EXHIBITS


Exhibit 4.1      First Empire State Corporation Directors Stock Plan,
                 effective January 1, 1998, filed herewith.

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

Exhibit 23.1     Consent of Price Waterhouse LLP, Independent Auditors and
                 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
                 Corporation, filed herewith.

                                                                     Exhibit 4.1



FIRST EMPIRE STATE CORPORATION DIRECTORS' STOCK PLAN
 
 
1.      Name:

This plan shall be known as the First Empire State Corporation Directors Stock
Plan (the Plan).

2.      Purpose and Intent:

The purpose of the Plan is to enable First Empire State Corporation, a New York
corporation (the "Corporation"), to attract and retain persons of exceptional
ability to serve as directors of the Corporation and its subsidiaries and to
further align the interests of directors and stockholders in enhancing the value
of the Corporation's common stock (the "Common Stock"). The Plan provides for
the payment in Common Stock of a portion of the Annual Compensation paid to each
Non-employee Director. The Plan is effective as of January 1, 1998 (the
"Effective Date"), and shall continue in effect unless and until terminated by
the Board in accordance with Section 10 below.

3.      Definitions:

For purposes of the Plan, the following terms shall have the following meanings:

(a) "Annual Compensation" means the total annual compensation payable to a
Non-employee Director under the Corporation's compensation policies for
directors in effect from time to time.

(b) "Board" means the Board of Directors of the Corporation or any subsidiary
thereof.

(c) Compensation Committee means the Compensation Committee of the Board of
Directors of the Corporation.

(d) "Fair Market Value" of a share of Common Stock means the closing price on
the date immediately preceding the Payment Date of a share of Common Stock on
the American Stock Exchange (or such other principal securities exchange on
which the shares of the Common Stock are traded if such shares are no longer
traded on the American Stock Exchange).

(e) "Non-employee Director" means an individual who is a member of the Board,
but who is not a salaried officer of the Corporation or any of its subsidiaries.

(f) "Payment Date of Annual Compensation in any calendar year means the last
business day of a calendar quarter on which the Fair Market Value of shares of
the Common Stock are quoted on the American Stock Exchange (or such other
principal securities exchange on which the shares of the Common Stock are traded
if such shares are no longer traded on the American Stock Exchange).

4.      Administration:

The Compensation Committee shall be responsible for administering the Plan. The
Compensation Committee shall have all of the powers necessary to enable it to
properly carry out its duties under the Plan. Not in limitation of the
foregoing, the Compensation Committee shall have the power to construe and
interpret the Plan and to determine all questions that shall arise thereunder.
The Compensation Committee shall have such other and further specified duties,
powers, authority and discretion as are elsewhere in the Plan either expressly
or by necessary implication conferred upon it. The Compensation Committee may
authorize such agents as it may deem necessary for the effective performance of
its duties, and may delegate to such agents such powers and duties as the
Compensation Committee may deem expedient or appropriate that are not
inconsistent with the intent of the Plan. The decision of the Compensation
Committee upon all matters within its scope of authority shall be final and
conclusive on all persons, except to the extent otherwise provided by law.

5.      Shares Available:

Shares issued under the Plan shall be issued out of the authorized but unissued
shares of Common Stock or treasury shares, as the Compensation Committee shall
determine.

6.      Shares for Annual Compensation:

The Annual Compensation payable to a Non-employee Director on or after the
Effective Date shall be paid fifty percent (50%) in cash and fifty percent (50%)
in shares of Common Stock. The total number of shares of Common Stock to be paid
under this Section to a Non-employee Director with respect to Annual
Compensation shall be determined by dividing the amount of such Annual
Compensation payable in shares of Common Stock by the Fair Market Value of the
Common Stock on the applicable Payment Date. In no event shall the Corporation
be obligated to issue fractional shares under this Section, but instead shall
pay the amount that would constitute a fractional share in cash based on the
Fair Market Value of the Common Stock on the Payment Date.

7.      Adjustments in Authorized Shares:

In the event of any change in corporate capitalization, such as a stock split,
or a corporate transaction, such as any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property of the
Corporation, any reorganization (whether or not such reorganization comes within
the definition of such term in Internal Revenue Code Section 368) or any partial
or complete liquidation of the Corporation, such adjustment shall be made in the
number and class of shares which may be paid under the Plan, as may be
determined to be appropriate and equitable by the Compensation Committee in its
sole discretion.

8.      Resales of Shares:

The Corporation may impose such restrictions on the sale or other disposition of
shares paid under this Plan as the Compensation Committee deems necessary to
comply with applicable securities laws. Certificates for shares paid under this
Plan may bear such legends as the Corporation deems necessary to give notice of
such restrictions.


9.      Compliance with Law and Other Conditions:

No shares shall be paid under this Plan prior to compliance by the Corporation,
to the satisfaction of its counsel, with any applicable laws. The Corporation
shall not be obligated to (but may in its discretion) take any action under
applicable federal or state securities laws (including registration or
qualification of the Plan or the Common Stock) necessary for compliance
therewith in order to permit the payment of shares hereunder, except for actions
(other than registration or qualification) that may be taken by the Corporation
without unreasonable effort or expense and without the incurrence of any
material exposure to liability.

10.     Amendment, Modification and Termination of the Plan:

The Board of Directors of the Corporation shall have the right and power at any
time and from time to time to amend the Plan in whole or in part and at any time
to terminate the Plan; provided, however, that the provisions of Section 6 of
the Plan cannot be amended more than once every six (6) months to the extent
such restriction is necessary to insure that awards of Common Stock paid under
the Plan are exempt from the short-swing profit recovery rules of Section 16(b)
of the Securities Exchange Act of 1934.

11.     Miscellaneous:

The Plan shall be construed, administered, regulated and governed in all
respects under and by the laws of the United States to the extent applicable,
and to the extent such laws are not applicable, by the laws of the state of New
York. The Plan shall be binding on the Corporation and any successor in interest
of the Corporation.

                                                                       Exhibit 5


                                   December 23, 1997


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 (the "Corporation")
related to the registration of 5,000 shares of the Corporation's common stock,
par value $5.00 per share ("Common Stock"), which are to be offered pursuant to
the First Empire State Corporation Directors' Stock 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 matters
investigated, I am of the opinion that the 5,000 shares of Common Stock referred
to above have been duly authorized by the Corporation and that, when issued in
accordance with the terms of the Plan, will be legally issued, 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
                                   -------------------------------------
                                   Richard A. Lammert, Esq.
                                   Senior Vice President 
                                   and General Counsel 

                                                                   Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 relating to the First Empire State Corporation's Directors
Stock Plan of our report dated January 9, 1997 appearing on page 54 of the First
Empire State Corporation Annual Report on Form 10-K for the year ended December
31, 1996. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.


/s/ PRICE WATERHOUSE LLP

Buffalo, New York
December 22, 1997

                                                                 Exhibit 24.1


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997



                                      /s/ Robert G. Wilmers
                                      ---------------------------------
                                      Robert G. Wilmers


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997



                                      /s/ Brent D. Baird
                                      ---------------------------------
                                      Brent D. Baird


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997



                                      /s/ C. Angela Bontempo  
                                      ---------------------------------
                                      C. Angela Bontempo


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997





                                      /s/ Patrick J. Callan
                                      ---------------------------------
                                      Patrick J. Callan


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Michael R. Spychola 
                                      ---------------------------------
                                      Michael R. Spychola  


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997



                                       /s/ Lambros J. Lambros  
                                      ---------------------------------
                                      Lambros J. Lambros




                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Raymond D. Stevens, Jr.
                                      ---------------------------------
                                      Raymond D. Stevens, Jr.




                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Herbert L. Washington
                                      ---------------------------------
                                      Herbert L. Washington



                                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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ John H. Benisch
                                      ---------------------------------
                                      John H. Benisch




                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Robert T. Brady
                                      ---------------------------------
                                      Robert T. Brady


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Richard E. Garman   
                                      ---------------------------------
                                      Richard E. Garman


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ James V. Glynn      
                                      ---------------------------------
                                      James V. Glynn




                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Roy M. Goodman      
                                      ---------------------------------
                                      Roy M. Goodman


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Patrick W.E. Hodgson
                                      ---------------------------------
                                      Patrick W.E. Hodgson


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Samuel T. Hubbard, Jr.
                                      ---------------------------------
                                      Samuel T. Hubbard, Jr.


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Wilfred J. Larson   
                                      ---------------------------------
                                      Wilfred J. Larson


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ Jorge G. Pereira
                                      ---------------------------------
                                      Jorge G. Pereira


                               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, (the "Corporation"), hereby constitutes and
appoints Richard A. Lammert, Timothy G. McEvoy, Catherine C. McCoy and Steven
Kaplan, 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 with full power of substitution
and resubstitution, 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 file with
the Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (or any other appropriate form),
and any 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 the Corporation's common stock authorized to be issued or
sold pursuant to the Corporation's Deferred Bonus Plan, and of plan interests in
such 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 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:  December 19, 1997




                                      /s/ John L. Wehle, Jr.  
                                      ---------------------------------
                                      John L. Wehle, Jr.