April 23, 2021
Via EDGAR and E-MAIL
United States Securities and Exchange Commission,
Division of Corporation Finance,
100 F Street, N.E.,
Washington, D.C. 20549
Attention: Jessica Livingston
| Re: | Request for Acceleration of Effectiveness |
| M&T Bank Corporation Registration Statement on Form S-4 (File No. 333-254962) |
Dear Ms. Livingston:
Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, M&T Bank Corporation hereby respectfully requests that the effectiveness of the above referenced registration statement on Form S-4, File No. 333-254962, as amended, be accelerated by the Commission so that it will become effective at 3:00 p.m. Eastern Time on April 23, 2021, or as soon thereafter as practicable.
Please contact Mark J. Menting of Sullivan & Cromwell LLP at (212) 558-4859 or mentingm@sullcrom.com with any questions you may have. In addition, please notify Mr. Menting when this request for acceleration has been granted.
| Very truly yours, | ||
| M&T Bank Corporation | ||
| By: | /s/ Laura P. O’Hara | |
| Name: | Laura P. O’Hara | |
| Title: | Executive Vice President and General Counsel | |
| cc: | H. Rodgin Cohen |
| Mark J. Menting |
| (Sullivan & Cromwell LLP) |
[Signature Page for S-4 Acceleration Request]