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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)*
Under the Securities Exchange Act of 1934
FIRST EMPIRE STATE CORPORATION
_________________________________________________________________
(Name of Issuer)
Common Stock, $5.00 par value
_________________________________________________________________
(Title of Class of Securities
320 076 102
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 1, 1998
_______________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box __.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
Amendment No. 4
CUSIP NO. 320 076 102
This is an Amendment to the Schedule 13D filed by the
Reporting Persons on January 24, 1983, as amended by Amendment
No. 1 dated April 8, 1983, as amended by Amendment No. 2 dated
June 6, 1983, as amended by Amendment No. 3 dated January 4,
1988. Capitalized terms used herein without definition have the
meanings set forth in the Reporting Persons' Schedule 13D, as
amended.
ITEM 5. Interest in Securities of the Issuer.
On April 1, 1998, the Issuer consummated its acquisition of
ONBANCorp, Inc. ("ONBANCorp") in a transaction pursuant to which
ONBANCorp was merged (the "Merger") with and into Olympia
Financial Corp., a wholly owned subsidiary of the Issuer.
The Current Report on Form 8-K of the Issuer dated April 1,
1998 discloses that the Issuer has issued 1,429,998 Shares to the
former stockholders of ONBANCorp in connection with the Merger,
and that the Issuer had 8,100,085 Shares outstanding as of its
close of business on April 2, 1998.
As a result of the increased number of Shares outstanding,
the Reporting Persons are filing this Amendment No. 4 to report
that they have ceased to be the beneficial owners of more than 5%
of the Shares. Accordingly, Section (e) of Item 5 is hereby
amended to read as follows:
The date on which the Reporting Persons ceased to be the
beneficial owners of more than 5% of the Shares of the Issuer was
April 1, 1998.
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED this 10th day of April, 1998.
Brent D. Baird, individually and as
trustee f/b/o Jane D. Baird; Anne S.
Baird; Bridget B. Baird, individually
and as successor trustee f/b/o Jane D.
Baird; Bruce C. Baird; Cynthia J.
Baird; Jane D. Baird; Sarah M. Baird;
Susan B. Baird; Brenda B. Senturia
By: s/Brian D. Baird
Brian D. Baird, as
attorney-in-fact
FIRST CAROLINA INVESTORS, INC.
By: s/Brent D. Baird
Brent D. Baird,
Chairman of the Board
THE CAMERON BAIRD FOUNDATION
By: s/Brian D. Baird
Brian D. Baird, trustee
s/Brian D. Baird
Brian D. Baird, individually
and as trustee f/b/o Jane D. Baird