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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SADLER ROBERT E JR
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
M&T BANK CORP [ MTB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/22/2003 M 30,000 A 21.1 383,179 D
Common Stock 07/22/2003 F 14,835 D 89.26 368,344 D
Common Stock 07/22/2003 S 8,500 D 89 359,844 D
Common Stock 07/22/2003 S 300 D 89.19 359,544 D
Common Stock 07/22/2003 S 4,700 D 89.2 354,844 D
Common Stock 07/22/2003 S 1,200 D 89.3 353,644 D
Common Stock 07/22/2003 S 300 D 89.32 371,689(1) D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Common Stock Units 0 08/08/1988 08/08/1988 J 0 08/08/1988 08/08/1988 Common Stock 0 $0 1,500 I Supplemental 401(k) Plan(3)
Option (right to buy) 21.1 07/22/2003 M 30,000 08/08/1988(4) 01/16/2006 Common Stock 30,000 $0 50,000 D
Explanation of Responses:
1. The indicated shares include the reporting person's direct and indirect beneficial ownership after the reported transactions. The reported transactions only affected the reporting person's direct beneficial ownership. Of the indicated shares, 353,344 are held directly and 18,345 are held indirectly.
2. The 18,345 shares indicated in footnote (1) as being held indirectly are shares held in the reporting person's 401(k) Plan account as of March 31, 2003.
3. The information reported is as of March 31, 2003.
4. Currently exercisable.
By: Brian R. Yoshida, Esq. (Attorney-In-Fact) 07/24/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 POWER OF ATTORNEY



	Know all by these presents, that the undersigned
hereby constitutes and appoints each of Richard A. Lammert, Esq. and Brian
R. Yoshida, Esq., signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)	execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer, director or affiliate of M&T
Bank Corporation (the "Company"), Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder; and

(2)	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5, complete and execute any amendment or amendments
thereto, and file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority.

        The
undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

	This Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file
Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 5th day of Nov.,
2002.






/s/ Robert E. Sadler, Jr.