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 * Gold Richard S   2. Issuer Name and Ticker or Trading Symbol M&T BANK CORP [MTB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) ONE M&T PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2013 (Street) BUFFALO, NY 14203 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 01/31/2013   A(1)   5,551 (2) A (1) $ 0 (3) 39,681.713 D   Common Stock 01/31/2013   A(1)   2,922 (4) A (1) $ 0 (3) 42,603.713 D   Common Stock 01/31/2013   F(5)   430 D $ 102.69 42,173.713 D   Common Stock               1.928 D (6)   Common Stock               17 I By Son (7)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gold Richard S ONE M&T PLAZA BUFFALO, NY 14203			Executive Vice President

Signatures

By: Brian R. Yoshida, Esq. (Attorney-in-Fact)		02/04/2013
**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 an award of restricted stock units under the M&T Bank Corporation 2009 Equity Incentive Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of M&T Bank Corporation common stock upon vesting.
(2)	The restricted stock unit award includes a total of 5,551 shares. 555 shares of the restricted stock unit award will vest on January 31, 2014; an additional 1,110 shares will vest on January 30, 2015; an additional 1,665 shares will vest on January 29, 2016; and the remaining 2,221 shares will vest on January 31, 2017.
(3)	The restricted stock units were granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the restricted stock units.
(4)	The restricted stock unit award includes a total of 2,922 shares. 876 shares of the restricted stock unit award will vest on January 30, 2015; an additional 877 shares will vest on January 29, 2016; and the remaining 1,169 shares will vest on January 31, 2017. This restricted stock unit award is intended to meet the requirements of the TARP Interim Final Rule's definition of "long-term restricted stock" as the award relates to the reporting person's performance during the period of time in 2012 that M&T continued to have an outstanding TARP obligation.
(5)	Shares withheld for taxes upon the vesting of restricted stock previously granted to the reporting person.
(6)	Jointly owned.
(7)	These shares are owned by the son of the reporting person under the Uniform Transfers to Minors Act for which the reporting person is custodian.

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