M&T BANK CORP — Director's Dealing 2008

Feb 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2008-01-31

Reporting Person: SPYCHALA MICHAEL R (Sr. VP & Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-31	Option (Right to buy)	$91.28	A	14512	Acquired	2018-01-31	Common Stock (14512)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17537	Direct
Common Stock	1482.2028	Indirect
Common Stock	1482.2028	Indirect
Common Stock	1012	Indirect
Common Stock	1736	Indirect

Footnotes

F1: Includes 37.7598 shares acquired between July 1, 2007 and January 31, 2008 through participation in the M&T Bank Corporation Dividend Reinvestment Plan.

F2: 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.

F3: These shares are owned by the daughter of the reporting person under the Uniform Transfers to Minors Act for which a member of the reporting person's immediate family is custodian.

F4: The information presented is as of December 31, 2007.

F5: The option granted includes a total of 14,512 shares. 1,451 of the covered shares are exercisable on or after January 31, 2009; an additional 2,902 of the covered shares are exercisable on or after January 31, 2010; an additional 4,354 of the covered shares are exercisable on or after January 31, 2011; and the remaining 5,805 covered shares are exercisable on or after January 31, 2012.

F6: 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.