SEC FORM 4

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^*

BRUMBACK EMERSON L

(Last)

(First)

(Middle)

ONE M&T PLAZA

(Street)

BUFFALO

14203-2399

(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)
11/23/2005

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/23/2005		M		34,348	A	$65.8	54,128	D
Common Stock	11/23/2005		M		14,000	A	$75.8	68,128	D
Common Stock	11/23/2005		S		300	D	$110.18	67,828	D
Common Stock	11/23/2005		S		400	D	$110.19	67,428	D
Common Stock	11/23/2005		S		1,600	D	$110.2	65,828	D
Common Stock	11/23/2005		S		100	D	$110.21	65,728	D
Common Stock	11/23/2005		S		100	D	$110.22	65,628	D
Common Stock	11/23/2005		S		300	D	$110.23	65,328	D
Common Stock	11/23/2005		S		300	D	$110.24	65,028	D
Common Stock	11/23/2005		S		100	D	$110.25	64,928	D
Common Stock	11/23/2005		S		100	D	$110.26	64,828	D
Common Stock	11/23/2005		S		300	D	$110.27	64,528	D
Common Stock	11/23/2005		S		500	D	$110.28	64,028	D
Common Stock	11/23/2005		S		200	D	$110.29	63,828	D
Common Stock	11/23/2005		S		300	D	$110.3	63,528	D
Common Stock	11/23/2005		S		400	D	$110.33	63,128	D
Common Stock	11/23/2005		S		1,000	D	$110.34	62,128	D
Common Stock	11/23/2005		S		600	D	$110.36	61,528	D
Common Stock	11/23/2005		S		3,000	D	$110.37	58,528	D
Common Stock	11/23/2005		S		300	D	$110.38	58,228	D
Common Stock	11/23/2005		S		3,400	D	$110.39	54,828	D
Common Stock	11/23/2005		S		600	D	$110.4	54,228	D
Common Stock	11/23/2005		S		774	D	$110.41	53,454	D
Common Stock	11/23/2005		S		700	D	$110.42	52,754	D
Common Stock	11/23/2005		S		200	D	$110.44	52,554	D
Common Stock	11/23/2005		S		600	D	$110.45	51,954	D
Common Stock	11/23/2005		S		400	D	$110.46	51,554	D
Common Stock	11/23/2005		S		400	D	$110.47	51,154	D
Common Stock	11/23/2005		S		1,000	D	$110.48	50,154	D
Common Stock	11/23/2005		S		300	D	$110.49	49,854	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$65.8	11/23/2005		M			34,348	⁽¹⁾	01/16/2011	Common Stock	34,348	⁽²⁾	0	D
Option (right to buy)	$75.8	11/23/2005		M			14,000	⁽³⁾	01/15/2012	Common Stock	14,000	⁽²⁾	26,000	D
Option (right to buy)	$68.31	11/25/2005		M			9,132	⁽¹⁾	02/20/2011	Common Stock	9,132	⁽²⁾	0	D
Option (right to buy)	$75.8	11/25/2005		M			10,000	⁽³⁾	01/15/2012	Common Stock	10,000	⁽²⁾	16,000	D
Option (right to buy)	$91.75	11/25/2005		M			6,494	⁽⁴⁾	01/20/2014	Common Stock	6,494	⁽²⁾	56,271	D
Phantom Common Stock Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		5	I	Supplemental 401(k) Plan⁽⁶⁾

Explanation of Responses:

1. Currently exercisable.

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.

3. The option included a total of 40,000 shares. 24,000 of the covered shares are currently exercisable; and the remaining 16,000 covered shares are exercisable on or after January 15, 2006.

4. The option included a total of 64,943 shares. 6,494 of the covered shares are currently exercisable; 12,988 of the covered shares are exercisable on or after January 20, 2006; an additional 19,483 of the covered shares are exercisable on or after January 20, 2007; and the remaining 25,978 covered shares are exercisable on or after January 20, 2008.

5. The reported phantom common stock units were held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation and represented a like number of shares of M&T Bank Corporation common stock. The phantom common stock units were settled in cash and distributed in accordance with the terms of the plan. The reported phantom common stock units also included units acquired through the dividend reinvestment feature of the plan.

6. The information presented is as of September 30, 2005.

Remarks:

This is the first of four Form 4 filings by the reporting person to report the reporting person's transactions that occurred on November 23 and November 25, 2005. Multiple Form 4 filings are required due to the SEC system limitations that do not allow more than 30 transactions to be reported in Table I.

	By: Brian R. Yoshida, Esq. (Attorney-In-Fact)	11/28/2005
	** 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).
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