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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 19, 2002

1-9861		16-0968385
(Commission File Number)		(I.R.S. Employer Identification No.)

One M&T Plaza, Buffalo, New York			14203
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code:  (716) 842-5445

 

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	Item 5. Other Events and Regulation FD Disclosure.
	Item 7. Financial Statements and Exhibits.
FORM 8-K
EXHIBIT INDEX
Exhibit 99 News Release

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Item 5. Other Events and Regulation FD Disclosure.

     On September 19, 2002, M&T Bank Corporation announced that beginning January 2003, it will recognize stock-based compensation expense in accordance with the fair value-based method of accounting described in Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation.” The public announcement of M&T Bank Corporation’s decision to expense the fair value of stock options beginning in January, 2003 was made by means of a news release, the text of which is set forth in Exhibit 99 hereto.

Item 7. Financial Statements and Exhibits.

     The following exhibits are filed as a part of this report:

Exhibit No.
99		News Release. Filed herewith.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		M&T BANK CORPORATION
Date: September 20, 2002		By: /s/ Michael P. Pinto Michael P. Pinto Executive Vice President and Chief Financial Officer

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Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Report Dated: September 19, 2002		Commission File Number: 1-9861

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EXHIBITS

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EXHIBIT INDEX

Exhibit No
99		News Release		Filed herewith.

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                                                                      Exhibit 99



Contact:  Michael S. Piemonte                           FOR IMMEDIATE RELEASE
          (716) 842-5138                                September 19, 2002

            M&T BANK CORPORATION ANNOUNCES EXPENSING OF STOCK OPTIONS

BUFFALO, N.Y.--M&T Bank Corporation ("M&T") (NYSE: MTB) today announced that it
will expense the fair value of stock options beginning in January 2003.

Robert G. Wilmers, Chairman of the Board, President and Chief Executive Officer
of M&T commented, "Management believes that stock options represent a form of
employee compensation and should be appropriately reflected as an expense in the
income statement. Expensing of stock-based compensation is clearly the prudent
and conservative treatment from an accounting perspective."

As allowed under generally accepted accounting principles ("GAAP"), M&T
historically has not recognized compensation expense for employee stock options.
However, M&T has consistently disclosed the impact that expensing the fair value
of stock options would have on net income and diluted earnings per share since
1996. Beginning in 2003, M&T will recognize stock-based compensation expense in
accordance with the fair value-based method of accounting described in Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation."

Following the transition rules of SFAS No. 123, upon adoption of the fair
value-based method of accounting as of January 1, 2003, M&T estimates that net
income and diluted earnings per share for 2003 will be reduced by $16 million
and $.15, respectively, assuming that 2003 stock option grants are at a level
consistent with that of 2002.

The Financial Accounting Standards Board ("FASB") has a project underway to
reexamine the transition provisions for adoption of SFAS No. 123. M&T strongly
encourages the FASB to adopt a single transition approach that would allow
easier comparison of financial results between years and across companies than
that presently prescribed by SFAS No. 123. Assuming the fair value-based method
of accounting for stock options had been in effect for 2002 and prior years, the
full year impact for 2003 is estimated to be a reduction of net income of $35
million and a reduction of diluted earnings per share of $.35.

M&T has utilized stock options as a form of employee compensation since 1983.
Management believes that the use of stock options is effective in aligning the
interests of employees with that of other shareholders. M&T is managed to a
significant degree by its major shareholders. Management, employees, directors
and their affiliates own over 20% of the outstanding common shares of M&T, which
is one of the largest proportions of inside ownership among the fifty








largest publicly-held bank holding companies headquartered in the United States.
Over 90% of full-time employees who have been with the company for one or more
years own M&T stock directly or through employee benefit plans. M&T management,
therefore, fully understands and appreciates that its own long-term financial
interests are coincident with the long-term interests of M&T's shareholders as a
whole. Since 1983, M&T's current executive management team has been granted 7.5
million options to purchase shares of M&T common stock, of which 3.4 million
remain unexercised at June 30, 2002. As of that recent date, the current
executive management team directly and indirectly held 5.5 million shares of M&T
common stock. Since the arrival of the present management team in 1983, the
market price of shares of M&T common stock has appreciated at a compound annual
growth rate of 23%, a rate higher than that of any of the top one hundred bank
holding companies in existence at that time. The total market capitalization of
M&T was approximately $108 million at December 31, 1983. At August 31, 2002,
M&T's total market capitalization was approximately $7.9 billion.

This news release contains forward-looking statements that are based on current
expectations, estimates and projections about M&T's business, management's
beliefs and assumptions made by management. These statements are not guarantees
of future performance and involve certain risks, uncertainties and assumptions
("Future Factors") which are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed or forecasted in such
forward-looking statements. M&T undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Future Factors include changes in interest rates, spreads on earning assets and
interest-bearing liabilities, and interest rate sensitivity; credit losses;
sources of liquidity; common shares outstanding; common stock price volatility;
fair value of and number of stock options to be issued in future periods;
legislation affecting the financial services industry as a whole, and M&T and
its subsidiaries individually or collectively; regulatory supervision and
oversight, including required capital levels; increasing price and
product/service competition by competitors, including new entrants; rapid
technological developments and changes; the ability to continue to introduce
competitive new products and services on a timely, cost-effective basis; the mix
of products/services; containing costs and expenses; governmental and public
policy changes, including environmental regulations; protection and validity of
intellectual property rights; reliance on large customers; technological,
implementation and cost/financial risks in large, multi-year contracts; the
outcome of pending and future litigation and governmental proceedings; continued
availability of financing; financial resources in the amounts, at the times and
on the terms required to support M&T and its subsidiaries' future businesses;
and material differences in the actual financial results of merger and
acquisition activities compared to M&T's initial expectations, including the
full realization of anticipated cost savings and revenue enhancements. These are
representative of the Future Factors that could affect the outcome of the
forward-looking statements. In addition, such statements could be affected by
general industry and market conditions and growth rates, general economic
conditions, including interest rate and currency exchange rate fluctuations, and
other Future Factors.






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