SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Warman D Scott N

(Last)

(First)

(Middle)

ONE M&T PLAZA

(Street)

BUFFALO

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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.
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.