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 	  
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	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*
SHEEHY EUGENE J	

(Last)	(First)	(Middle)	
M&T BANK CORPORATION	
25 SOUTH CHARLES STREET	

(Street) 
BALTIMORE	MD	21201	

(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)	
Executive Vice President	
		
	3. Date of Earliest Transaction (Month/Day/Year)
01/20/2004 		
	4. If Amendment, Date of Original Filed (Month/Day/Year)
01/22/2004 	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								0	D		
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					
Option (right to buy)	$91.75 	01/20/2004		A		34,969		(1) 	01/20/2014	Common Stock	34,969	(2)	34,969	D		
Explanation of Responses:	
1. The option granted includes a total of 34,969 shares. 3,496 of the covered shares are exercisable on or after January 20, 2005; an additional 6,994 of the covered shares are exercisable on or after January 20, 2006; an additional 10,491 of the covered shares are exercisable on or after January 20, 2007; and the remaining 13,988 covered shares are exercisable on or after January 20, 2008.	
2. The option was granted under an employee stock option plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.	
Remarks:	
This amended filing is being made to correct the understatement of stock options granted to the reporting person on January 20, 2004.	
	By: Brian R. Yoshida, Esq. (Attorney-In-Fact)	02/03/2004	
	** 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).	
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 each of Richard A. Lammert,
Esq. and Brian R. Yoshida, Esq., signing singly, the undersigned's true and
lawful attorney-in-fact to:

(1)     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

(2)     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, complete and execute any
amendment or amendments thereto, and file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority.

           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 attorneys-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 attorneys-in-fact.

        IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this 1st
day of April, 2003.

                                                                          /s/ Eugene J.
Sheehy