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October 13, 2005

Mr. John P. Nolan

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: File No. 1-9861

Dear Mr. Nolan:

This letter serves as the response of M&T Bank Corporation (“M&T”) to your letter dated September
28, 2005. Our responses are numbered to correspond with the numbered items in your letter. Page
references noted herein are to M&T’s Form 10-K for the year ended December 31, 2004, unless noted
otherwise.

    1.

    The decrease in nonperforming loans from December 31, 2003 to December 31, 2004 was partially
attributable to the sale of two large commercial loans during 2004. The financial statement
carrying values of those loans that had been included in nonperforming loans aggregated $43
million at December 31, 2003 and $36 million at the respective dates of sale in 2004. The
loans were sold for cash proceeds to unaffiliated entities. One loan was originally placed in
non-accrual status in 2001 and the second loan was placed in non-accrual status in 2002.
While in non-accrual status, one of the two loans had been written-down to estimated net
realizable value through recognition of partial loan charge-offs while for the other no
charge-offs were deemed necessary. As a result, there were no gains or losses recognized when
the loans were sold. Although the sales agreements contain certain
indemnity provisions, there are no credit-related recourse provisions.
Management concluded that the recognition of a recourse obligation in connection
with these provisions was not warranted. In future filings, we will clarify our disclosures to
include such facts to the extent material.

    2.

    Please be advised that prior to receiving your letter dated
September 28, 2005 and in the course of preparing and reviewing
our financial statements for the third quarter of 2005, M&T
determined that it should recognize an other-than-temporary impairment charge
related to its investments in approximately $133 million of certain variable-rate preferred
securities of FNMA and FHLMC. M&T announced in its earnings
release yesterday that it did in fact
recognize this charge. Although the securities are still rated as investment grade, M&T
recognized the impairment charge at this time in light of FNMA’s announcement on August 9,
2005 of a further delay until late 2006 in its ability to provide

October 13, 2005

Page 2

    restated financial information about its results of operations and a further decline in the
market value of certain of FHLMC’s preferred stock issuances
despite its release of operating
results for the first half of 2005 on August 31, 2005. These changing circumstances during the
third quarter of 2005 made it more difficult for M&T to reasonably anticipate a significant
recovery of the market values of the FNMA and FHLMC securities in the foreseeable future. Prior
to this announcement, M&T had disclosed on pages 36 and 37 of its June 30, 2005 Form 10-Q its
intentions to “closely monitor legislative, reporting, financial and regulatory developments
affecting these government-sponsored entities and to evaluate the market’s reaction to those
future developments to assess if the declines in value of these investment securities below the
Company’s cost basis become other than temporary.”

    The analysis which supports our conclusion that an other-than-temporary impairment did not exist
at June 30, 2005 and December 31, 2004 is summarized below.

    Background

    Attached as Exhibit 1 is a summary of the FNMA and FHLMC preferred securities as of June
30, 2005, December 31, 2004 and December 31, 2003. The impaired preferred securities are all
variable-rate perpetual securities. Dividends on such securities are subject to the Dividends
Received Deduction, making them a tax-advantaged investment. As interest rates increase, the
relative tax advantage attributable to the Dividends Received
Deduction increases. As a result, when rates rise
the basis point increase in the taxable-equivalent yield is greater than the basis point
increase in the coupon rate.

    As stated in the Form 10-K, the impairment of the preferred securities was largely attributable
to temporary widening of rate of return spreads associated with the securities that resulted
from the interest rate environment and financial reporting and accounting issues disclosed by
those government-sponsored entities (“GSEs”).

    Financial Reporting, Accounting and Corporate Governance Issues

    Partially contributing to the widening of rate of return spreads were the widely publicized
controversies surrounding the GSEs concerning financial reporting restatements and lack of
appropriate controls over financial reporting. Congress has been debating a GSE reform bill in
light of these issues. The GSEs had also been attempting to bolster capital reserves as
required by their regulator, the Office of Federal Housing Enterprise Oversight (“OFHEO”), as a
result of these deficiencies. Although still investment grade, some rating agencies and
investment analysts have either lowered their rating on the preferred securities of the GSEs or
placed such securities under negative watch.

    Although the passage of a GSE reform bill by Congress at some point in the future may change
this, the stated fundamental business models of both entities currently remain: to provide
stability and on-going assistance to the secondary market for residential mortgages and to
promote access to mortgage credit and home ownership in the United States. As such, both FNMA’s
and FHLMC’s primary business continues to be to purchase mortgage loans

October 13, 2005

Page 3

    and mortgage-related securities and to provide guarantees on mortgage-backed securities sold in
the secondary market.

    Low Interest Rate Environment

    The lower interest rate environment of the past few years has also helped to place these
floating rate investments temporarily out of favor. As interest rates rise, the coupons on
these securities will reset, which will make these investments more attractive to market
participants. As previously stated, an increase in interest rates will have a greater than
linear effect on taxable-equivalent yield because the securities are tax-advantaged.

    FNMA Preferred Stock Issuance

    In late December 2004, FNMA marketed new preferred
securities. In order to achieve increased capital levels for the fourth
quarter of 2004, FNMA needed to ensure a quick sale in the
market place. FNMA issued
the securities with different structures and a higher yield than the older issuance currently
held by M&T. This further contributed to the decline in value of the older securities.

    Liquidity

    Actual trades of GSE preferred securities similar to those held by M&T have been limited. There
appears to be a relatively wide bid-ask spread indicating that there is a limited supply of
securities being made available for sale by holders. We believe that this lack of liquidity,
accompanied by concern over the GSE accounting/reporting issues and an accounting-driven fear in
potential investors of purchasing securities that may be considered impaired, has further
contributed to a lowering of the perceived market value of these
securities. Nevertheless, in determining values to be assigned to these investment securities,
we have consistently relied upon quoted market prices made available to us by pricing services
and investment bankers.

    Accounting Considerations

    Statement of Financial Accounting Standards (“SFAS”) No. 115 paragraph 16 requires an enterprise
to determine if a decline in fair value of an available for sale security below its amortized
cost is other-than-temporary. Our accounting conclusion that the FNMA and FHLMC preferred
securities were not other-than-temporarily impaired as of June 30, 2005 and December 31, 2004
considered many points. Neither FNMA nor FHLMC had issued updated financial statements as of
those dates, so each continued in an information “black-out” period, which further contributed
to the low market pricing of the securities. Information available to us at those times
indicated that both companies were on their way towards correcting corporate governance and
reporting issues (although FNMA was widely thought to be behind FHLMC in fully correcting these
problems) and increasing their capital levels as required by their regulator, OFHEO.

October 13, 2005

Page 4

    Contributing to the low prices of the securities held by M&T was the issuance of
higher yielding FNMA preferred stock in late December 2004. We
understand that the terms of this issuance were intended to ensure
that the securities cleared the market quickly as FNMA attempted to bolster its capital before
year-end. Additionally, the low interest rate environment was contributing to the low prices
because of the lower taxable-equivalent yields. The sector return spreads on these securities
were quite wide as there was little liquidity in this market. Interestingly, senior GSE debt
spreads were quite narrow and in early 2005 there was thought to be a potentially significant
upside to both FNMA and FHLMC common stock valuations. With preferred
stock being a hybrid between common
equity and debt, we believed that over time the preferred stock pricing would significantly
recover.

    In accordance with Staff Accounting Bulletin (“SAB”) Topic 5:M, management also considered the
length of time that the securities had been impaired and the extent of the impairment (see
Exhibit 1). Despite the significance of the impairments (i.e. FHLMC preferred
securities impairments ranged from 8% to 16% at December 31,
2003, 10% to 22% at December 31,
2004, and 16% to 26% at June 30, 2005, whereas the FNMA preferred security was impaired 16% at
December 31, 2003, and 28% at both December 31, 2004 and June 30, 2005) and the fact that
certain of the preferred securities had been impaired since as early as March 2001, management
believed that because they were hybrid-type securities with significant debt characteristics
(e.g. adjustable coupons indexed to market interest rates) and the fact that they were perpetual
securities (i.e. an equity characteristic), that a longer time horizon was necessary to
ultimately conclude that the securities were other-than-temporarily impaired. FNMA’s and
FHLMC’s status as GSEs with significant holdings of financial instruments and as providers of
substantial credit support to mortgage-related investment securities would indicate that a true
impairment of these securities for anything other than interest rates, such as a default or
failure of either of these entities, would likely have widespread implications to the United
States economy. With the “blackout” of reported financial information, it was, of course,
difficult to assess whether either agency was having actual financial difficulties, but because
of their GSE status there was no perceived “going concern” issue. Further with both GSEs
aggressively addressing regulatory concerns and bolstering their capital positions, management
believed that the financial conditions and near-term prospects of the GSEs were strong enough to
support our assertion that the impairment of the securities was not other-than-temporary.
Additionally, at the times of our evaluations interest rates were generally projected to rise in
both the near and long-term, which we would expect to contribute to recovery in the value of
these securities.

    Lastly, at the time of filing Form 10-Q for the quarterly period ended June 30, 2005 and Form
10-K for the year ended December 31, 2004 management, consistent with SAB Topic 5:M, had
asserted M&T’s ability and intent to hold such securities until there was a recovery of fair
value. As indicated above, because of the perpetual (i.e. long-term) nature of the securities,
management believed that a longer time horizon was necessary to ultimately conclude that the
securities were other-than-temporarily impaired.

October 13, 2005

Page 5

    Unfortunately, with no significant recovery in the fair value of the FHLMC preferred securities
since the August 31, 2005 release of first half 2005 financial
information, it became apparent that
management’s expectations of a recovery may not occur and, therefore, M&T recognized an
other-than-temporary impairment of such securities in the third
quarter of 2005. Likewise, following
the August 9, 2005 announcement of further delays in FNMA’s
financial reporting, management evaluated M&T’s investment and
determined that it could
no longer anticipate a significant near-term recovery in fair value;
therefore, M&T has also
recognized an other-than-temporary impairment of the FNMA preferred securities in the third
quarter of 2005.

    In conclusion, we believe that M&T has appropriately
disclosed management’s
ongoing monitoring and assessment of the impairment of the FNMA and FHLMC preferred securities
in each of the filings mentioned in your letter. With yesterday’s announcement of M&T’s
determination that the GSE preferred securities in question are other-than-temporarily impaired
at September 30, 2005, we will enhance our disclosures of these matters in future filings.

    3.

    As described on page 94 of M&T’s Form 10-K, M&T sells commercial mortgage loans under the
FNMA DUS program and retains certain recourse obligations in accordance with the terms of that
program. Credit recourse is provided on a loan-by-loan basis for the contractual term of each
loan, which is generally ten years but could be shorter or longer. Original loan terms ranged
from 5 to 30 years, with a weighted-average of 11 years. As of December 31, 2004, the
remaining terms of the loans ranged from several months to
30 years, with a weighted-average
remaining term of 8 years. The amount of recourse to M&T is generally limited to one-third of
any loss incurred by the purchaser on an individual loan, although in some cases the recourse
amount is less than one-third of outstanding principal. Accordingly, at December 31, 2004,
approximately $926 million of commercial mortgage loan balances serviced for others had been
sold with recourse. M&T determines its liability for recourse obligations in accordance with
SFAS No. 140 and SFAS No. 5. In estimating its liability with respect to recourse obligations
at December 31, 2004, M&T assigned credit grades to each commercial mortgage loan sold with
recourse. Factors considered in assigning loan grades included debt service coverage and
other relevant credit information. Loan grades were then assigned loss component factors that
reflected M&T’s loss estimate for each group of loans sold with recourse retained. The loss
component factors were applied based on the percentage of recourse for those loans. At
December 31, 2004, M&T’s estimated recourse obligation for loans sold with recourse under the
FNMA DUS program was approximately $6 million and was recorded in other liabilities in M&T’s
consolidated balance sheet. Management believes that such amount is not material to the
consolidated financial position or the operating results of M&T. We disclosed on page 94 that
no material losses have been incurred as a result of the recourse arrangements. In fact,
actual losses (in the form of charge-offs or uncollected balances) have been de minimus. In
future filings, we will enhance our disclosures to include such facts to the extent they
become material.

October 13, 2005

Page 6

    4.

    As disclosed in note 1 on page 85 of M&T’s Form 10-K, a loan is considered impaired when,
based on current information and events, it is probable that M&T will be unable to collect all
amounts according to the contractual terms of the loan agreement or the loan is delinquent 90
days. Impairment of a loan is measured based on the present value of expected future cash
flows discounted at the loan’s effectiv