SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Beardi James J

(Last) (First) (Middle)
ONE M&T PLAZA

(Street)
BUFFALO NY 14203

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/17/2006
3. Issuer Name and Ticker or Trading Symbol
M&T BANK CORP [ MTB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 30,800.12 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) (1) 01/21/2007 Common Stock 9,560 29 D
Option (right to buy) (1) 01/20/2008 Common Stock 10,740 44.2063 D
Option (right to buy) (1) 01/19/2009 Common Stock 13,000 49.5 D
Option (right to buy) (1) 01/18/2010 Common Stock 25,000 42 D
Option (right to buy) (1) 01/16/2011 Common Stock 15,000 65.8 D
Option (right to buy) (1) 01/15/2012 Common Stock 15,000 75.8 D
Option (right to buy) (2) 01/21/2013 Common Stock 15,000 80.23 D
Option (right to buy) (3) 01/20/2014 Common Stock 14,987 91.75 D
Option (right to buy) (4) 01/18/2015 Common Stock 7,500 101.8 D
Explanation of Responses:
1. Currently exercisable.
2. The option included a total of 15,000 shares. 4,500 of the covered shares are currently exercisable; an additional 4,500 of the covered shares are exercisable on or after January 21, 2006; and the remaining 6,000 covered shares are exercisable on or after January 21, 2007.
3. The option included a total of 14,987 shares. 1,498 of the covered shares are currently exercisable; an additional 2,998 of the covered shares are exercisable on or after January 20, 2006; an additional 4,496 of the covered shares are exercisable on or after January 20, 2007; and the remaining 5,995 covered shares are exercisable on or after January 20, 2008.
4. The option included a total of 7,500 shares. 750 of the covered shares are currently exercisable; an additional 1,500 of the covered shares are exercisable on or after January 18, 2007; an additional 2,250 of the covered shares are exercisable on or after January 18, 2008; and the remaining 3,000 covered shares are exercisable on or after January 18, 2009.
Remarks:
By: Brian R. Yoshida, Esq. (Attorney-In-Fact) 01/19/2006
** 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 5 (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 Mark W. Yonkman, Esq. and Brian R.

Yoshida, Esq. the
undersigned's true and lawful attorney-in-fact to:



(1) prepare, execute in the undersigned's name and on the
undersigned's

behalf, and submit to the U.S. Securities and Exchange
Commission
(the
"SEC") a Form ID, including amendments thereto, and
any other
documents
necessary or appropriate to obtain codes and
passwords enabling
the
undersigned to make electronic filings with
the SEC of reports
required
by Section 16(a) of the Securities
Exchange Act of 1934 or any
rule or
regulation of the SEC;

(2)
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
any
other forms or reports the undersigned may
be required to file in

connection with the undersigned's ownership,
acquisition or disposition

of securities of the Company; and

(3) 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, or other
form or reports including any amendment or
amendments
thereto, and
timely file such form or report with the SEC and
any stock
exchange
or similar authority;and

(4) take any other action of any
type
whatsoever in connection with
the foregoing which, in the opinion
of
such attorney-in-fact, may be of
benefit to, in the best interest of,

or legally required by, the
undersigned, it being understood that the

documents executed by such
attorney-in-fact on behalf of the
undersigned
pursuant to the Power of
Attorney shall be in such form
and shall
contain such terms and
conditions as such attorney-in-fact
may approve
in such attorney-in-fact's
discretion.

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
attorney-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 attorney-in-fact.

IN WITNESS WHEREOF,
the
undersigned has caused this Power of Attorney
to be executed as of
this
17th day of January, 2006.




/s/ James J. Beardi

James J.
Beardi