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

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1. Name and Address of Reporting Person* Warman D Scott N (Last) (First) (Middle) ONE M&T PLAZA (Street) BUFFALO NY 14203 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/21/2008	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) Senior 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	2,841	D(1)
Common Stock	3,796.5248	I	401(k) Plan(2)
Common Stock	1,280	I	By IRA

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)	(3)	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	10,766	101.8	D
Option (Right to Buy)	(5)	01/17/2016	Common Stock	12,100	108.93	D
Option (Right to Buy)	(6)	01/31/2017	Common Stock	15,390	121.31	D
Option (Right to Buy)	(7)	01/31/2018	Common Stock	22,083	91.28	D
Phantom Common Stock Units	(8)	(8)	Common Stock	602.9079	(8)	I	Supplemental 401(k) Plan(2)

Explanation of Responses:

1. Jointly owned

2. The information presented is as of October 29, 2008.

3. Currently exercisable

4. The option granted includes a total of 10,766 shares. 6,459 of the covered shares are currently exercisable; and the remaining 4,307 covered shares are exercisable on or after January 18, 2009.

5. The option granted includes a total of 12,100 shares. 3,630 of the covered shares are currently exercisable; an additional 3,630 of the covered shares are exercisable on or after January 17, 2009; and the remaining 4,840 covered shares are exercisable on or after January 17, 2010.

6. The option granted includes a total of 15,390 shares. 1,539 of the covered shares are currently exercisable; an additional 3,078 of the covered shares are exercisable on or after January 31, 2009; an additional 4,617 of the covered shares are exercisable on or after January 31, 2010; and the remaining 6,156 covered shares are exercisable on or after January 31, 2011.

7. The option granted includes a total of 22,083 shares. 2,208 of the covered shares are exercisable on or after January 31, 2009; an additional 4,416 of the covered shares are exercisable on or after January 31, 2010; an additional 6,625 of the covered shares are exercisable on or after January 31, 2011; and the remaining 8,834 covered shares are exercisable on or after January 31, 2012.

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 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: Andrea R. Kozlowski, Esq. (Attorney-In-Fact)	10/31/2008
	** 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.
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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of Mark W. Yonkman, Esq., Brian R. Yoshida, Esq.
Andrea R. Kozlowski, Esq., and Marie King, Corporate Secretary,
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 29th day of October, 2008.




/s/ D. Scott N. Warman
D. Scott N. Warman