Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SADLER ROBERT E JR
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE M&T PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
11/15/2010
(Street)

BUFFALO, NY 14203-2399		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/29/2009   G   7,600 D $ 0 (1) 59,511 D  
Common Stock 07/02/2010(2)   J(3) V 2,099 A $ 0 61,610 D  
Common Stock 07/02/2010(2)   J(4) V 10,458 A $ 0 72,068 D  
Common Stock 08/17/2010(2)   J(5) V 17,841 A $ 0 89,909 D  
Common Stock 11/15/2010   M   62,247 A $ 65.8 152,156 D  
Common Stock 11/15/2010   M   16,233 A $ 68.31 168,389 D  
Common Stock 11/15/2010   M   73,681 A $ 75.8 242,070 D  
Common Stock 11/15/2010   F   140,478 D $ 81.29 101,592 D  
Common Stock 11/17/2010   S   11,683 D $ 79.2854 (6) 89,909 D  
Common Stock 12/29/2009   G   7,600 A $ 0 (7) 14,623 I See footnote (8)
Common Stock 07/02/2010(2)   J(3) V 2,099 D $ 0 0 I By GRAT #3
Common Stock 08/17/2010(2)   J(5) V 17,841 D $ 0 82,159 I By GRAT #4 (9)

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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 Underlying Securities
(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 of Derivative Security: 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
Phantom Common Stock Units (10)               (10)   (10) Common Stock (10)   0 I Supplemental 401 (k) Plan
Option (right to buy) $ 65.8 11/15/2010   M     62,247   (11) 01/16/2011 Common Stock 62,247 $ 0 (12) 1,520 D  
Option (right to buy) $ 68.31 11/15/2010   M     16,233   (11) 02/20/2011 Common Stock 16,233 $ 0 (12) 0 D  
Option (right to buy) $ 75.8 11/15/2010   M     73,681   (11) 01/15/2012 Common Stock 73,681 $ 0 (12) 1,319 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SADLER ROBERT E JR
ONE M&T PLAZA
BUFFALO, NY 14203-2399		   X      

Signatures

 By: Brian R. Yoshida, Esq. (Attorney-In-Fact)   11/17/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transaction involves a transfer of securities by gift for which no payment of consideration was received by the reporting person.
(2) The reporting of these transactions is voluntary and therefore does not constitute a late filing.
(3) This transaction represents a final distribution to the reporting person from GRAT #3 in the form of an annuity.
(4) This transaction represents the distribution of 10,428 shares of common stock upon his retirement that were previously held indirectly in the reporting person's 401(k) account and are now held directly.
(5) This transaction represents a distribution to the reporting person from GRAT #4 in the form of an annuity. See footnote (9) for information regarding GRAT #4.
(6) This transaction was executed in multiple trades at prices ranging from $79.26 to $79.36. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(7) The reported transaction involved a transfer of securities by gift for which no payment of consideration was received by the reporting person.
(8) The indicated shares are held by the Sadler Family Foundation, a charitable trust in which the reporting person has no pecuniary interest. The reporting person is a trustee of the Sadler Family Foundation and holds voting and dispositive power over the shares held by it.
(9) The indicated shares are held by a Grantor Retained Annuity Trust ("GRAT #4") of which the reporting person is trustee and of which the reporting person and his descendants are beneficiaries. The reporting person continues to report beneficial ownership of all of the M&T Bank Corporation common stock held by the GRAT #4 but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(10) The previously reported phantom common stock units held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation that represented a like number of shares of M&T Bank Corporation common stock were settled in cash upon the reporting person's retirement in accordance with the terms of the plan.
(11) Currently exercisable.
(12) 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.

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