<PAGE>

                      As filed with the Securities and Exchange
                           Commission on November 13, 1996

                                                  Registration No. 333-_______
                                   _______________

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                   _______________

                                       FORM S-8
                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933

                            FIRST EMPIRE STATE CORPORATION            
                (Exact name of registrant as specified in its charter)

           NEW YORK                                           16-0968385
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

   ONE M&T PLAZA, BUFFALO, NEW YORK                             14240
(Address of Principal Executive Offices)                      (Zip Code)


                            First Empire State Corporation
                          RETIREMENT SAVINGS PLAN AND TRUST
                               (Full title of the Plan)

                             Richard A. Lammert, Esquire
                 Senior Vice President, General Counsel and Secretary
                            First Empire State Corporation
                                    One M&T Plaza
                               BUFFALO, NEW YORK  14240       
                       (Name and address of agent for service)

                                   (716) 842-5390                        
            (Telephone number, including area code, of agent for service)

                                       Copy to:

                                Steven Kaplan, Esquire
                                   Arnold & Porter
                               555 Twelfth Street, N.W.
                               Washington, D.C.  20004
                                     202-942-5998

                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                            PROPOSED   PROPOSED
                                            MAXIMUM    MAXIMUM
TITLE OF                        AMOUNT      OFFERING   AGGREGATE  AMOUNT OF
SECURITIES TO                   TO BE       PRICE      OFFERING   REGISTRATION
BE REGISTERED                   REGISTERED  PER SHARE* PRICE*     FEE

Common Stock                    100,000     $263.88   $26,388,000 $7,996.37
$5.00 Par Value                 shares

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
this Registration Statement also covers an indeterminate amount of interests 
to be offered or sold pursuant to the Plan.

------------------------------------------------------------------------------
                                                                              
 *   Estimated solely for the purpose of calculating the registration fee 
pursuant to Securities Act Rule 457(c) and (h), on the basis of the average 
of the high and low sale prices of the Registrant's Common Stock on the 
American Stock Exchange on November 7, 1996, which date is within 5 business 
days prior to the date of the filing of this Registration Statement, as 
reported by THE WALL STREET JOURNAL.


<PAGE>

                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

    The following documents filed by First Empire State Corporation (the 
"Corporation" or the "Registrant") with the Securities and Exchange 
Commission (the "Commission") are hereby incorporated herein by reference:

    (i)     Annual Report on Form 10-K for the fiscal year ended 
            December 31, 1995;

    (ii)    All other reports filed by the Corporation pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934, as amended 
            ("Exchange Act") since December 31, 1995; and

    (iii)   The description of the Corporation's common stock, par value $5.00 
            per share ("Common Stock"), contained in the Corporation's 
            Registration Statement pursuant to Section 12 of the Exchange Act,
            and any amendment or report filed for the purpose of updating such 
            description.

    All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 
14 and 15(d) of the Exchange Act after the date of this Registration 
Statement and prior to the filing of a post-effective amendment which 
indicates that all of the Corporation's Common Stock offered hereby has been 
sold or which withdraws from registration such Common Stock then remaining 
unsold, shall be deemed to be incorporated in this Registration Statement by 
reference and to be a part hereof from the date of filing such documents.  
Any statement contained in a document incorporated or deemed to be 
incorporated by reference in this Registration Statement shall be deemed to 
be modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by reference herein 
modifies or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.


Item 4.  Description of Securities.

    Not applicable.


Item 5.  Interests of Named Experts and Counsel.

    The validity of the Common Stock of the Corporation being registered hereby 
has been passed upon by Richard A. Lammert, Esq., General Counsel to the 
Company.  As of November 8, 1996, Mr. Lammert was the beneficial owner of 
5,590 shares of Common Stock, including 962 shares of Common Stock in which 
he has an interest through the Plan.  Mr. Lammert also holds unexercised 
options granted under the Corporation's 1983 Stock Option Plan to purchase 
8,000 shares of Common Stock.

    The audited financial statements incorporated by reference 
in this Registration Statement have been examined by Price Waterhouse LLP, 
independent certified public accountants, as set forth in their report 
incorporated by reference herein, and are included in reliance upon the 
authority of such firm as experts in auditing and accounting.


Item 6.  Indemnification of Directors and Officers.

    Sections 722-725 of the New York Business Corporation Law permit the 
indemnification of any person made or threatened to be made a party to an 
action or proceeding, whether civil or criminal, other than an action brought 
by or in the right of the corporation, by reason of the fact that such person 
is or was a director or officer of the corporation or was serving in any 
capacity for another enterprise at the request of the corporation, against 
judgments, fines, amounts paid


<PAGE>

in settlement and reasonable expenses (including attorneys' fees) 
actually and reasonably incurred as a result of such action or 
proceeding, provided such person acted in good faith and for a purpose 
he or she reasonably believed to be in, or in the case of service for 
another enterprise, not opposed to, the best interests of the 
corporation.

    With respect to a proceeding by or in the right of the corporation, such 
person may be indemnified against amounts paid in settlement and reasonable 
expenses (including attorneys' fees) if he or she acted in good faith and for 
a purpose he or she reasonably believed to be in, or in the case of service 
for another enterprise, not opposed to, the best interests of the 
corporation. The statute provides, however, that no indemnification is 
allowed with respect to a threatened action, pending action which is settled 
or otherwise disposed of, or as to any person who is adjudged liable to the 
corporation, unless and only to the extent that the court, upon application, 
determines that such person is entitled to indemnification under the 
circumstances.

    The Bylaws of the Company provide that directors and officers shall be 
indemnified to the fullest extent permitted by the New York Business 
Corporation Law or any other applicable law; provided, however, that a 
director or officer shall be indemnified with respect to any action or 
proceeding (or part thereof) initiated by any such director or officer only 
if such action or proceeding (or part thereof) was authorized by the board of 
directors.

    Section 11.03 of the Plan relating to indemnification of the Committee is 
incorporated herein by reference.

    The Company has purchased insurance insuring officers and directors of 
the Company against certain liabilities incurred in their capacities as such 
to insure the Company against payments which it is obligated to make to such 
persons under the foregoing indemnification provisions. Such liabilities 
could include liabilities arising under the Securities Act.

    The foregoing descriptions are general summaries only.  Reference is made 
to the full text of the Company's Bylaws incorporated herein by reference.


Item 7.  Exemption from Registration Claimed.

    Not applicable.


Item 8.  Exhibits.
     The exhibits listed on the Index of Exhibits of this Registration 
Statement are filed herewith or are incorporated herein by reference to other 
filings.

     Pursuant to subsection (b) of this Item, the Registrant undertakes to
submit the Plan to the Internal Revenue Service ("IRS") in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.

Item 9.  Undertakings.

    The undersigned Registrant hereby undertakes:

1.  To file, during any period in which offers or sales are being made, 
    a post-effective amendment to this Registration Statement:

    (i)  To include any prospectus required by Section 10(a)(3) of the 
         Securities Act of 1933, as amended (the "Securities Act").

    (ii) To reflect in the prospectus any facts or events arising after the 
         effective date of the Registration Statement (or the most recent 
         post-effective amendment thereof) which, individually or in the 
         aggregate, represent a fundamental change in the information set 
         forth in the Registration Statement.  Notwithstanding the foregoing,
         any increase or decrease in volume of securities

                                       II-2

<PAGE>

         offered (if the total dollar value of securities offered would not 
         exceed that which was registered) and any deviation from the low or 
         high end of the estimated maximum offering range may be reflected in 
         the form of prospectus filed with the Commission pursuant to 
         Rule 424(b) if, in the aggregate, the changes in volume and price 
         represent no more than a 20% change in the maximum aggregate offering 
         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement.

   (iii) To include any material information with respect to the plan of 
         distribution not previously disclosed in the Registration 
         Statement or any material change to such information in the 
         Registration Statement.

         Provided, however, that paragraphs (i) and (ii) do not apply if the 
         information required to be included in a post-effective amendment by 
         those paragraphs is contained in periodic reports filed by the 
         Registrant pursuant to Section 13 or Section 15(d) of the Exchange 
         Act that are incorporated by reference in the Registration Statement;

2. That, for the purpose of determining any liability under the 
   Securities Act, each such post-effective amendment shall be deemed to be 
   a new registration statement relating to the securities offered therein, 
   and the offering of such securities at that time shall be deemed to be 
   the initial bona fide offering thereof;

3. To remove from registration by means of a post-effective amendment 
   any of the securities being registered which remain unsold at the 
   termination of the offering;

4. That, for purposes of determining any liability under the Securities 
   Act, each filing of the Registrant's annual report pursuant to Section 
   13(a) or Section 15(d) of the Exchange Act that is incorporated by 
   reference in the Registration Statement shall be deemed to be a new 
   registration statement relating to the securities offered therein, and 
   the offering of such securities at that time shall be deemed to be the 
   initial bona fide offering thereof; and

5. Insofar as indemnification for liabilities arising under the 
   Securities Act may be permitted to directors, officers and controlling 
   persons of the Registrant pursuant to the foregoing  provisions, or 
   otherwise, the Registrant has been advised that in the opinion of the 
   Commission such indemnification is against public policy as expressed in 
   the Securities Act and is, therefore, unenforceable.  In the event that 
   a claim for indemnification against such liabilities (other than the 
   payment by the Registrant of expenses incurred or paid by a director, 
   officer or controlling person of the Registrant in the successful 
   defense of any action, suit or proceeding) is asserted by such director, 
   officer or controlling person in connection with the securities being 
   registered, the Registrant will, unless in the opinion  of its counsel 
   the matter has been settled by controlling precedent, submit to a court 
   of appropriate jurisdiction the question whether such indemnification by 
   it is against public policy as expressed in the Securities Act and will 
   be governed by the final adjudication of such issue.

                                       II-3

<PAGE>


                                      SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Buffalo, State of New York, on November 13, 1996.

                                             FIRST EMPIRE STATE CORPORATION


                                             By:  /s/ Michael P. Pinto
                                                  -------------------------
                                                  Michael P. Pinto
                                                  Senior Vice President and 
                                                  Controller


    Pursuant to the requirements of the Securities Act, this Registration 
Statement has been signed by the following persons in the capacities 
indicated on November 13, 1996.


SIGNATURE                            TITLE


*Robert G. Wilmers
------------------------
Robert G. Wilmers                    Chairman of the Board, President
                                     and Chief Executive Officer 
                                     (Principal Executive Officer)

/s/ Michael P. Pinto
------------------------
Michael P. Pinto                     Senior Vice President and
                                     Controller (Principal Financial and
                                     Accounting Officer)



*Brent D. Baird
------------------------
Brent D. Baird                       Director



*John H. Benisch
------------------------
John H. Benisch                      Director



*C. Angela Bontempo          
------------------------
C. Angela Bontempo                   Director



*Robert T. Brady             
------------------------
Robert T. Brady                      Director



*Patrick J. Callan           
------------------------
Patrick J. Callan                    Director


                                       II-4

<PAGE>

*James A. Carrigg
------------------------
James A. Carrigg                     Director



*Barber B. Conable, Jr.      
------------------------
Barber B. Conable, Jr.               Director


*Richard E. Garman
------------------------
Richard E. Garman                    Director


*James V. Glynn
------------------------
James V. Glynn                       Director


*Roy M. Goodman
------------------------
Roy M. Goodman                       Director


*Patrick W.E. Hodgson
------------------------
Patrick W.E. Hodgson                 Director


*Samuel T. Hubbard, Jr.
------------------------
Samuel T. Hubbard, Jr.               Director



*Lambros J. Lambros
------------------------
Lambros J. Lambros                   Director


*Wilfred J. Larson
------------------------
Wilfred J. Larson                    Director



------------------------
Jorge G. Pereira                     Director



*Raymond D. Stevens, Jr.
------------------------
Raymond D. Stevens, Jr.              Director



*Herbert L. Washington
------------------------
Herbert L. Washington                Director

                                       II-5

<PAGE>



------------------------
John L. Wehle, Jr.                   Director



*By /s/ Richard A. Lammert  
    ------------------------
    Richard A. Lammert
    (Attorney-in-Fact)



    Pursuant to the requirements of the Securities Act of 
1933, the Committee which administers the First Empire 
State Corporation Retirement Savings Plan and Trust has 
duly caused this Registration Statement to be signed on 
its behalf by the undersigned, thereunto duly authorized, 
in the City of Buffalo, State of New York on November 13, 
1996.



                                     /s/ Paul C. Buck Jr. 
                                     ------------------------
                                     Paul C. Buck, Jr.



                                     /s/ James L. Hoffman
                                     ------------------------
                                     James L. Hoffman



                                     /s/ Ray E. Logan
                                     ------------------------
                                     Ray E. Logan



                                     /s/ Michael P. Pinto
                                     ------------------------
                                     Michael P. Pinto



                                     /s/ Harry R. Stainrook
                                     ------------------------
                                     Harry R. Stainrook

                                       II-6

<PAGE>


                                  INDEX OF EXHIBITS




Exhibit 4.1    Provisions of the Restated Certificate 
               of Incorporation and Bylaws of First Empire State 
               Corporation defining the rights of security holders, 
               incorporated herein by reference to Exhibit No. 19 to the 
               Company's Quarterly Report on Form 10-Q for the quarter 
               ended March 31, 1989, Exhibit No. 19 to the Company's Quarterly 
               Report on Form 10-Q for the quarter ended March 31, 1991, and 
               Exhibit No. 3.2 to the Company's Annual Report on Form 10-K for 
               the year ended December 31, 1991 (File No. 1-9861).

Exhibit 4.2    First Empire State Corporation Retirement Savings Plan and 
               Trust, as amended and restated. Filed herewith.

Exhibit 5      Opinion of Richard A. Lammert with respect to the validity of 
               the Common Stock being registered. Filed herewith.

Exhibit 23.1   Consent of Price Waterhouse LLP, Independent Accountants. Filed 
               herewith.

Exhibit 23.2   Consent of Richard A. Lammert. Contained in his opinion 
               filed as Exhibit 5 hereto.

Exhibit 24     Powers of Attorney of certain officers and directors of the 
               Company. Filed herewith.


                                       II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20232}]
{"company-data": {"conformed-name": "FIRST EMPIRE STATE CORP", "cik": "0000036270", "assigned-sic": "6022", "irs-number": "160968385", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16077", "film-number": "96662435"}, "business-address": {"street1": "C/O CORPORATE REPORTING", "street2": "ONE M&T PLAZA 5TH FLOOR", "city": "BUFFALO", "state": "NY", "zip": "14240", "phone": "7168425445"}, "mail-address": {"street1": "C/O CORPORAE REPORTING", "street2": "ONE M&T PLAZA 5TH FLR", "city": "BUFFALO", "state": "NY", "zip": "14240"}}
As filed with the Securities and Exchange
                           Commission on November 13, 1996

                                                  Registration No. 333-_______
                                   _______________

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                   _______________

                                       FORM S-8
                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933

                            FIRST EMPIRE STATE CORPORATION            
                (Exact name of registrant as specified in its charter)

           NEW YORK                                           16-0968385
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

   ONE M&T PLAZA, BUFFALO, NEW YORK                             14240
(Address of Principal Executive Offices)                      (Zip Code)

                            First Empire State Corporation
                          RETIREMENT SAVINGS PLAN AND TRUST
                               (Full title of the Plan)

                             Richard A. Lammert, Esquire
                 Senior Vice President, General Counsel and Secretary
                            First Empire State Corporation
                                    One M&T Plaza
                               BUFFALO, NEW YORK  14240       
                       (Name and address of agent for service)

                                   (716) 842-5390                        
            (Telephone number, including area code, of agent for service)

                                       Copy to:

                                Steven Kaplan, Esquire
                                   Arnold & Porter
                               555 Twelfth Street, N.W.
                               Washington, D.C.  20004
                                     202-942-5998

                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                            PROPOSED   PROPOSED
                                            MAXIMUM    MAXIMUM
TITLE OF                        AMOUNT      OFFERING   AGGREGATE  AMOUNT OF
SECURITIES TO                   TO BE       PRICE      OFFERING   REGISTRATION
BE REGISTERED                   REGISTERED  PER SHARE* PRICE*     FEE

Common Stock                    100,000     $263.88   $26,388,000 $7,996.37
$5.00 Par Value                 shares

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
this Registration Statement also covers an indeterminate amount of interests 
to be offered or sold pursuant to the Plan.

------------------------------------------------------------------------------
                                                                              
 *   Estimated solely for the purpose of calculating the registration fee 
pursuant to Securities Act Rule 457(c) and (h), on the basis of the average 
of the high and low sale prices of the Registrant's Common Stock on the 
American Stock Exchange on November 7, 1996, which date is within 5 business 
days prior to the date of the filing of this Registration Statement, as 
reported by THE WALL STREET JOURNAL.
PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents filed by First Empire State Corporation (the 
"Corporation" or the "Registrant") with the Securities and Exchange 
Commission (the "Commission") are hereby incorporated herein by reference:

    (i)     Annual Report on Form 10-K for the fiscal year ended 
            December 31, 1995;

    (ii)    All other reports filed by the Corporation pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934, as amended 
            ("Exchange Act") since December 31, 1995; and

    (iii)   The description of the Corporation's common stock, par value $5.00 
            per share ("Common Stock"), contained in the Corporation's 
            Registration Statement pursuant to Section 12 of the Exchange Act,
            and any amendment or report filed for the purpose of updating such 
            description.

    All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 
14 and 15(d) of the Exchange Act after the date of this Registration 
Statement and prior to the filing of a post-effective amendment which 
indicates that all of the Corporation's Common Stock offered hereby has been 
sold or which withdraws from registration such Common Stock then remaining 
unsold, shall be deemed to be incorporated in this Registration Statement by 
reference and to be a part hereof from the date of filing such documents.  
Any statement contained in a document incorporated or deemed to be 
incorporated by reference in this Registration Statement shall be deemed to 
be modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by reference herein 
modifies or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    The validity of the Common Stock of the Corporation being registered hereby 
has been passed upon by Richard A. Lammert, Esq., General Counsel to the 
Company.  As of November 8, 1996, Mr. Lammert was the beneficial owner of 
5,590 shares of Common Stock, including 962 shares of Common Stock in which 
he has an interest through the Plan.  Mr. Lammert also holds unexercised 
options granted under the Corporation's 1983 Stock Option Plan to purchase 
8,000 shares of Common Stock.

    The audited financial statements incorporated by reference 
in this Registration Statement have been examined by Price Waterhouse LLP, 
independent certified public accountants, as set forth in their report 
incorporated by reference herein, and are included in reliance upon the 
authority of such firm as experts in auditing and accounting.

Item 6.  Indemnification of Directors and Officers.

    Sections 722-725 of the New York Business Corporation Law permit the 
indemnification of any person made or threatened to be made a party to an 
action or proceeding, whether civil or criminal, other than an action brought 
by or in the right of the corporation, by reason of the fact that such person 
is or was a director or officer of the corporation or was serving in any 
capacity for another enterprise at the request of the corporation, against 
judgments, fines, amounts paid
in settlement and reasonable expenses (including attorneys' fees) 
actually and reasonably incurred as a result of such action or 
proceeding, provided such person acted in good faith and for a purpose 
he or she reasonably believed to be in, or in the case of service for 
another enterprise, not opposed to, the best interests of the 
corporation.

    With respect to a proceeding by or in the right of the corporation, such 
person may be indemnified against amounts paid in settlement and reasonable 
expenses (including attorneys' fees) if he or she acted in good faith and for 
a purpose he or she reasonably believed to be in, or in the case of service 
for another enterprise, not opposed to, the best interests of the 
corporation. The statute provides, however, that no indemnification is 
allowed with respect to a threatened action, pending action which is settled 
or otherwise disposed of, or as to any person who is adjudged liable to the 
corporation, unless and only to the extent that the court, upon application, 
determines that such person is entitled to indemnification under the 
circumstances.

    The Bylaws of the Company provide that directors and officers shall be 
indemnified to the fullest extent permitted by the New York Business 
Corporation Law or any other applicable law; provided, however, that a 
director or officer shall be indemnified with respect to any action or 
proceeding (or part thereof) initiated by any such director or officer only 
if such action or proceeding (or part thereof) was authorized by the board of 
directors.

    Section 11.03 of the Plan relating to indemnification of the Committee is 
incorporated herein by reference.

    The Company has purchased insurance insuring officers and directors of 
the Company against certain liabilities incurred in their capacities as such 
to insure the Company against payments which it is obligated to make to such 
persons under the foregoing indemnification provisions. Such liabilities 
could include liabilities arising under the Securities Act.

    The foregoing descriptions are general summaries only.  Reference is made 
to the full text of the Company's Bylaws incorporated herein by reference.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.
     The exhibits listed on the Index of Exhibits of this Registration 
Statement are filed herewith or are incorporated herein by reference to other 
filings.

     Pursuant to subsection (b) of this Item, the Registrant undertakes to
submit the Plan to the Internal Revenue Service ("IRS") in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.

Item 9.  Undertakings.

    The undersigned Registrant hereby undertakes:

1.  To file, during any period in which offers or sales are being made, 
    a post-effective amendment to this Registration Statement:

    (i)  To include any prospectus required by Section 10(a)(3) of the 
         Securities Act of 1933, as amended (the "Securities Act").

    (ii) To reflect in the prospectus any facts or events arising after the 
         effective date of the Registration Statement (or the most recent 
         post-effective amendment thereof) which, individually or in the 
         aggregate, represent a fundamental change in the information set 
         forth in the Registration Statement.  Notwithstanding the foregoing,
         any increase or decrease in volume of securities

                                       II-2
offered (if the total dollar value of securities offered would not 
         exceed that which was registered) and any deviation from the low or 
         high end of the estimated maximum offering range may be reflected in 
         the form of prospectus filed with the Commission pursuant to 
         Rule 424(b) if, in the aggregate, the changes in volume and price 
         represent no more than a 20% change in the maximum aggregate offering 
         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement.

   (iii) To include any material information with respect to the plan of 
         distribution not previously disclosed in the Registration 
         Statement or any material change to such information in the 
         Registration Statement.

         Provided, however, that paragraphs (i) and (ii) do not apply if the 
         information required to be included in a post-effective amendment by 
         those paragraphs is contained in periodic reports filed by the 
         Registrant pursuant to Section 13 or Section 15(d) of the Exchange 
         Act that are incorporated by reference in the Registration Statement;

2. That, for the purpose of determining any liability under the 
   Securities Act, each such post-effective amendment shall be deemed to be 
   a new registration statement relating to the securities offered therein, 
   and the offering of such securities at that time shall be deemed to be 
   the initial bona fide offering thereof;

3. To remove from registration by means of a post-effective amendment 
   any of the securities being registered which remain unsold at the 
   termination of the offering;

4. That, for purposes of determining any liability under the Securities 
   Act, each filing of the Registrant's annual report pursuant to Section 
   13(a) or Section 15(d) of the Exchange Act that is incorporated by 
   reference in the Registration Statement shall be deemed to be a new 
   registration statement relating to the securities offered therein, and 
   the offering of such securities at that time shall be deemed to be the 
   initial bona fide offering thereof; and

5. Insofar as indemnification for liabilities arising under the 
   Securities Act may be permitted to directors, officers and controlling 
   persons of the Registrant pursuant to the foregoing  provisions, or 
   otherwise, the Registrant has been advised that in the opinion of the 
   Commission such indemnification is against public policy as expressed in 
   the Securities Act and is, therefore, unenforceable.  In the event that 
   a claim for indemnification against such liabilities (other than the 
   payment by the Registrant of expenses incurred or paid by a director, 
   officer or controlling person of the Registrant in the successful 
   defense of any action, suit or proceeding) is asserted by such director, 
   officer or controlling person in connection with the securities being 
   registered, the Registrant will, unless in the opinion  of its counsel 
   the matter has been settled by controlling precedent, submit to a court 
   of appropriate jurisdiction the question whether such indemnification by 
   it is against public policy as expressed in the Securities Act and will 
   be governed by the final adjudication of such issue.

                                       II-3
SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Buffalo, State of New York, on November 13, 1996.

                                             FIRST EMPIRE STATE CORPORATION

                                             By:  /s/ Michael P. Pinto
                                                  -------------------------
                                                  Michael P. Pinto
                                                  Senior Vice President and 
                                                  Controller

    Pursuant to the requirements of the Securities Act, this Registration 
Statement has been signed by the following persons in the capacities 
indicated on November 13, 1996.

SIGNATURE                            TITLE

*Robert G. Wilmers
------------------------
Robert G. Wilmers                    Chairman of the Board, President
                                     and Chief Executive Officer 
                                     (Principal Executive Officer)

/s/ Michael P. Pinto
------------------------
Michael P. Pinto                     Senior Vice President and
                                     Controller (Principal Financial and
                                     Accounting Officer)

*Brent D. Baird
------------------------
Brent D. Baird                       Director

*John H. Benisch
------------------------
John H. Benisch                      Director

*C. Angela Bontempo          
------------------------
C. Angela Bontempo                   Director

*Robert T. Brady             
------------------------
Robert T. Brady                      Director

*Patrick J. Callan           
------------------------
Patrick J. Callan                    Director

                                       II-4
*James A. Carrigg
------------------------
James A. Carrigg                     Director

*Barber B. Conable, Jr.      
------------------------
Barber B. Conable, Jr.               Director

*Richard E. Garman
------------------------
Richard E. Garman                    Director

*James V. Glynn
------------------------
James V. Glynn                       Director

*Roy M. Goodman
------------------------
Roy M. Goodman                       Director

*Patrick W.E. Hodgson
------------------------
Patrick W.E. Hodgson                 Director

*Samuel T. Hubbard, Jr.
------------------------
Samuel T. Hubbard, Jr.               Director

*Lambros J. Lambros
------------------------
Lambros J. Lambros                   Director

*Wilfred J. Larson
------------------------
Wilfred J. Larson                    Director

------------------------
Jorge G. Pereira                     Director

*Raymond D. Stevens, Jr.
------------------------
Raymond D. Stevens, Jr.              Director

*Herbert L. Washington
------------------------
Herbert L. Washington                Director

                                       II-5
------------------------
John L. Wehle, Jr.                   Director

*By /s/ Richard A. Lammert  
    ------------------------
    Richard A. Lammert
    (Attorney-in-Fact)

    Pursuant to the requirements of the Securities Act of 
1933, the Committee which administers the First Empire 
State Corporation Retirement Savings Plan and Trust has 
duly caused this Registration Statement to be signed on 
its behalf by the undersigned, thereunto duly authorized, 
in the City of Buffalo, State of New York on November 13, 
1996.

                                     /s/ Paul C. Buck Jr. 
                                     ------------------------
                                     Paul C. Buck, Jr.

                                     /s/ James L. Hoffman
                                     ------------------------
                                     James L. Hoffman

                                     /s/ Ray E. Logan
                                     ------------------------
                                     Ray E. Logan

                                     /s/ Michael P. Pinto
                                     ------------------------
                                     Michael P. Pinto

                                     /s/ Harry R. Stainrook
                                     ------------------------
                                     Harry R. Stainrook

                                       II-6
INDEX OF EXHIBITS

Exhibit 4.1    Provisions of the Restated Certificate 
               of Incorporation and Bylaws of First Empire State 
               Corporation defining the rights of security holders, 
               incorporated herein by reference to Exhibit No. 19 to the 
               Company's Quarterly Report on Form 10-Q for the quarter 
               ended March 31, 1989, Exhibit No. 19 to the Company's Quarterly 
               Report on Form 10-Q for the quarter ended March 31, 1991, and 
               Exhibit No. 3.2 to the Company's Annual Report on Form 10-K for 
               the year ended December 31, 1991 (File No. 1-9861).

Exhibit 4.2    First Empire State Corporation Retirement Savings Plan and 
               Trust, as amended and restated. Filed herewith.

Exhibit 5      Opinion of Richard A. Lammert with respect to the validity of 
               the Common Stock being registered. Filed herewith.

Exhibit 23.1   Consent of Price Waterhouse LLP, Independent Accountants. Filed 
               herewith.

Exhibit 23.2   Consent of Richard A. Lammert. Contained in his opinion 
               filed as Exhibit 5 hereto.

Exhibit 24     Powers of Attorney of certain officers and directors of the 
               Company. Filed herewith.

                                       II-7