Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Martocci Gino A.
 2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2014		 3. Issuer Name and Ticker or Trading Symbol
M&T BANK CORP [MTB]
(Last)
(First)
(Middle)
350 PARK AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BUFFALO, NY 14203		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 14,252.54 (1)
D
 
Common Stock 1,479
I
By 401(k) Plan (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Common Stock Units   (3)   (3) Common Stock 193 $ 0 I Supplemental 401(k) Plan (2)
Option (Right to Buy)   (4) 01/18/2015 Common Stock 4,500 $ 101.8 D  
Option (Right to Buy)   (4) 01/17/2016 Common Stock 8,186 $ 108.93 D  
Option (Right to Buy)   (4) 01/31/2017 Common Stock 7,433 $ 121.31 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Martocci Gino A.
350 PARK AVENUE
BUFFALO, NY 14203		       Executive Vice President  

Signatures

By: Karla Braun-Kolbe, Esq. (Attorney-In-Fact) 01/13/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 holding includes multiple awards of restricted stock of which 1,492 shares of restricted stock will vest on January 29, 2014; 2,093 shares of restricted stock will vest on January 31, 2014; an additional 3,264 shares of restricted stock will vest on January 30, 2015; an additional 3,390 shares of restricted stock will vest on January 29, 2016; and the remaining 2,513 shares of restricted stock will vest on January 31, 2017.
(2) The information presented is as of January 9, 2014
(3) The reported phantom common stock units are held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units may only be settled in cash upon distribution in accordance with the terms of the plan. The reported phantom common stock units also include units acquired through the dividend reinvestment feature of the plan.
(4) Currently exercisable.

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