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 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* SADLER ROBERT E JR (Last) (First) (Middle) ONE M&T PLAZA (Street) BUFFALO NY 14203-2399 (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) Vice Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 01/03/2006
	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	01/03/2006		J(1)	V	46,150	A	$0.00	297,036	D
Common Stock	12/21/2006		G	V	11,680	D	(2)	285,356	D
Common Stock	12/27/2006		G	V	180	D	(2)	285,176	D
Common Stock	01/02/2007		G	V	180	D	(2)	284,996	D
Common Stock	01/03/2007		J(1)	V	42,350	A	$0.00	327,346	D
Common Stock	01/05/2007		J(3)	V	81,000	D	$0.00	246,346	D
Common Stock	12/21/2006		G	V	11,500	A	(2)	11,500	I	See footnote(4)
Common Stock	01/03/2006		J(1)	V	46,150	D	$0.00	46,850	I	By GRAT #1(5)
Common Stock	01/03/2007		J(1)	V	42,350	D	$0.00	4,500	I	By GRAT #1(5)
Common Stock	01/03/2007		J(6)	V	4,500	D	$0.00	0	I	By GRAT #1(5)
Common Stock	01/05/2007		J(3)	V	81,000	A	$0.00	81,000	I	By GRAT #2(3)
Common Stock								19,349	I	401 (k) Plan(7)

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	(8)							(8)	(8)	Common Stock	(8)		1,596	I	Supplemental 401(k) Plan(7)

Explanation of Responses:

1. This transaction represents a distribution to the reporting person from GRAT #1 in the form of an annuity. See footnote (5) for information regarding GRAT #1.

2. The reported transaction involves a transfer of securities by gift for which no payment of consideration was received by the reporting person.

3. On January 5, 2007, the reporing person contributed 81,000 shares of M&T Bank Corporation common stock to a Grantor Retained Annuity Trust ("GRAT #2") of which the reporting person is the trustee and his descendants are beneficiaries. The reporting person continues to report the beneficial ownership of all of the M&T Bank Corporation common stock held by the GRAT #2 but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

4. The indicated shares are held by the Sadler Family Foundation, a charitable trust in which the reporting person has no pecuniary interest. The reporting person is a trustee of the Sadler Family Foundation and holds voting and dispositive power over the shares held by it.

5. On January 3, 2005, the reporting person contributed 93,000 shares of M&T Bank Corporation common stock to a Grantor Retained Annuity Trust (GRAT #1) of which the reporting person is the trustee and his descendants are beneficiaries. The reporting person continues to report the beneficial ownership of all of the M&T Bank Corporation common stock held by the GRAT #1 but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

6. This transaction represents a distribution to the beneficiaries of GRAT #1 upon its termination.

7. The information reported is as of December 31, 2006.

8. The reported phantom common stock units are held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units may only be settled in cash upon a distribution in accordance with the terms of the plan. The reported phantom common stock units also include units acquired through the dividend reinvestment feature of the plan.

Remarks:

	By: Brian R. Yoshida, Esq. (Attorney-In-Fact)	01/24/2007
	** 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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