M&T BANK CORP — Director's Dealing 2008

Jul 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2008-07-01

Reporting Person: SHEETZ STEPHEN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-01	Common Stock	A	127	$70.54	Acquired	18443.0487	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock ()	289	Direct

Footnotes

F1: This transaction represents stock received by the reporting person in lieu of cash fees pursuant to the M&T Bank Corporation 2008 Directors' Stock Plan (the "Plan").

F2: Includes 122.82 shares acquired between January 1, 2008 and March 31, 2008 through the reporting person's participation in a dividend reinvestment plan meeting the requirements of Rule 16a-11.

F3: The reported phantom stock units resulted from the conversion of existing phantom stock units received by the reporting person under a director fee plan maintained by Keystone Financial, Inc., which was acquired by M&T Bank Corporation on October 6, 2000, and represent a like number of shares of M&T Bank Corporation common stock. The phantom stock units may be settled in shares of M&T Bank Corporation common stock or cash upon a distribution in accordance with the terms of the plan. The reported phantom stock units also include units acquired through the reporting person's participation in the dividend reinvestment feature of the plan.

F4: The information reported is as of June 30, 2008.