c                As filed with the Securities and Exchange
                      Commission on November 2, 1995


                                             Registration No. 33-_______


                              _______________

                    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
                          1983 Stock Option Plan
                         (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
<PAGE>
<PAGE>
                     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    500,000     $192.75     $96,375,000   $33,232.76
$5.00 Par Value Shares

                                                                  
*   Estimated solely for the purpose of calculating the
registration fee pursuant to Securities Act Rule 457(c), 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
October 30, 1995, 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>
<PAGE>
                            PART II


      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         The statements contained in Items 3 through 9 of the
registration statement on Form S-8 filed by First Empire State
Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission ("Commission") on February
18, 1993 (File No. 33-58500) are hereby incorporated by
reference.

<PAGE>
<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
October 30, 1995.

                               FIRST EMPIRE STATE CORPORATION


                               By:   /s/ JAMES L. VARDON     
                                    James L. Vardon
                                    Executive Vice President and 
                                    Chief Financial Officer



         Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on October 30, 1995.


Signature                           Title



 /s/ ROBERT G. WILMERS  
Robert G. Wilmers                   Chairman of the Board,
                                    President and Chief Executive
                                    Officer (Principal Executive
                                    Officer)



 /s/ JAMES L. VARDON                
James L. Vardon                     Executive Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)



           *                        
Brent D. Baird                      Director



           *                        
John H. Benisch                     Director
<PAGE>
<PAGE>


           *                        
C. Angela Bontempo                  Director



           *                        
Robert T. Brady                     Director



           *                        
Patrick J. Callan                   Director



                                    
David N. Campbell                   Director



           *                        
James A. Carrigg                    Director



           *                        
Barber B. Conable, Jr.              Director



           *                        
Richard E. Garman                   Director



           *                        
James V. Glynn                      Director



                                    
Roy M. Goodman                      Director



                                    
Patrick W.E. Hodgson                Director



                                    
Samuel T. Hubbard, Jr.              Director
<PAGE>
<PAGE>

                                    
Lambros J. Lambros                  Director



           *                        
Wilfred J. Larson                   Director


  
           *                        
Jorge G. Pereira                    Director



           *                        
William C. Shanley, III             Director



           *                        
Raymond D. Stevens, Jr.             Director



           *                        
Richard D. Trent                    Director



           *                        
John L. Wehle, Jr.                  Director



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

<PAGE>
<PAGE>
                       INDEX OF EXHIBITS




Exhibit 4.1       Provisions of the Restated Certificate of
                  Incorporation 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 and Exhibit No. 19 to the
                  Company's Quarterly Report on Form 10-Q for
                  the quarter ended March 31, 1991 (File No. 1-
                  9861).

Exhibit 4.2       Provisions of the Bylaws of First Empire
                  State Corporation defining the rights of
                  security holders.  Incorporated herein by
                  reference to 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 4.3       First Empire State Corporation 1983 Stock
                  Option Plan, as amended and restated. 
                  Incorporated herein by reference to Exhibit
                  No. 10 to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended March 31,
                  1995.

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

Exhibit 15        Not applicable.

Exhibit 23.1      Consent of Price Waterhouse, 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.

Exhibit 28        Not applicable.

Exhibit 99        None.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8568}]
{"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": "033-63917", "film-number": "95586803"}, "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"}}
c                As filed with the Securities and Exchange
                      Commission on November 2, 1995

                                             Registration No. 33-_______

                              _______________

                    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
                          1983 Stock Option Plan
                         (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    500,000     $192.75     $96,375,000   $33,232.76
$5.00 Par Value Shares

                                                                  
*   Estimated solely for the purpose of calculating the
registration fee pursuant to Securities Act Rule 457(c), 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
October 30, 1995, 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

         The statements contained in Items 3 through 9 of the
registration statement on Form S-8 filed by First Empire State
Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission ("Commission") on February
18, 1993 (File No. 33-58500) are hereby incorporated by
reference.
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
October 30, 1995.

                               FIRST EMPIRE STATE CORPORATION

                               By:   /s/ JAMES L. VARDON     
                                    James L. Vardon
                                    Executive Vice President and 
                                    Chief Financial Officer

         Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on October 30, 1995.

Signature                           Title

 /s/ ROBERT G. WILMERS  
Robert G. Wilmers                   Chairman of the Board,
                                    President and Chief Executive
                                    Officer (Principal Executive
                                    Officer)

 /s/ JAMES L. VARDON                
James L. Vardon                     Executive Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)

           *                        
Brent D. Baird                      Director

           *                        
John H. Benisch                     Director
*                        
C. Angela Bontempo                  Director

           *                        
Robert T. Brady                     Director

           *                        
Patrick J. Callan                   Director

                                    
David N. Campbell                   Director

           *                        
James A. Carrigg                    Director

           *                        
Barber B. Conable, Jr.              Director

           *                        
Richard E. Garman                   Director

           *                        
James V. Glynn                      Director

                                    
Roy M. Goodman                      Director

                                    
Patrick W.E. Hodgson                Director

                                    
Samuel T. Hubbard, Jr.              Director
Lambros J. Lambros                  Director

           *                        
Wilfred J. Larson                   Director

  
           *                        
Jorge G. Pereira                    Director

           *                        
William C. Shanley, III             Director

           *                        
Raymond D. Stevens, Jr.             Director

           *                        
Richard D. Trent                    Director

           *                        
John L. Wehle, Jr.                  Director

*By  /s/ RICHARD A. LAMMERT
    Richard A. Lammert
    (Attorney-in-Fact)
INDEX OF EXHIBITS

Exhibit 4.1       Provisions of the Restated Certificate of
                  Incorporation 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 and Exhibit No. 19 to the
                  Company's Quarterly Report on Form 10-Q for
                  the quarter ended March 31, 1991 (File No. 1-
                  9861).

Exhibit 4.2       Provisions of the Bylaws of First Empire
                  State Corporation defining the rights of
                  security holders.  Incorporated herein by
                  reference to 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 4.3       First Empire State Corporation 1983 Stock
                  Option Plan, as amended and restated. 
                  Incorporated herein by reference to Exhibit
                  No. 10 to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended March 31,
                  1995.

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

Exhibit 15        Not applicable.

Exhibit 23.1      Consent of Price Waterhouse, 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.

Exhibit 28        Not applicable.

Exhibit 99        None.