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	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	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* KUGLER ADAM C (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) Director 10% Owner X Officer (give title below) Other (specify below) Ex. VP & Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 07/23/2003
	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	07/23/2003		M		15,000	A	42	46,070	D
Common Stock	07/23/2003		S		15,000	D	89.5	31,070	D
Common Stock	07/24/2003		M		5,000	A	42	36,070	D
Common Stock	07/24/2003		M		22,480	A	49.5	58,550	D
Common Stock	07/24/2003		S		27,480	D	89.75	34,690(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
Option (right to buy)	42	07/23/2003		M			15,000	08/08/1988(4)	01/18/2010	Common Stock	15,000	$0	21,000	D
Option (right to buy)	42	07/24/2003		M			5,000	08/08/1988(4)	01/18/2010	Common Stock	5,000	$0	16,000	D
Option (right to buy)	49.5	07/24/2003		M			22,480	08/08/1988(3)	01/19/2009	Common Stock	22,480	$0	0	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, 31,070 are held directly and 3,620 are held indirectly.

2. Of the 3,620 shares indicated in footnote (1) as being held indirectly, 1,000 are held in trust for the benefit of each of three children of the reporting person where the reporting person's spouse is the trustee of the trusts, and 620 are owned by a child of the reporting person under the Uniform Transfers to Minors Act for which the reporting person is custodian.

3. Currently exercisable.

4. The option included at total of 40,000 shares. 4,000 of the covered shares were previously exercised; 20,000 of the covered shares are currently exercisable; and the remaining 16,000 shares are exercisable on or after January 18, 2004.

	By: Brian R. Yoshida, Esq. Attorney-In-Fact	07/25/2003
	** 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).
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