Exhibit 5




                                   October 30, 1995



First Empire State Corporation
One M&T Plaza
Buffalo, New York 14240

Ladies and Gentlemen:

          Reference is made to the Registration Statement on Form
S-8 ("Registration Statement") of First Empire State Corporation
("First Empire") related to the registration of 500,000
additional shares of common stock, par value $5.00 per share
("Common Stock"), which are to be offered pursuant to stock
options and stock appreciation rights granted or to be granted
under the First Empire State Corporation 1983 Stock Option Plan,
as amended (the "1983 Stock Option Plan").

          I have been requested to furnish an opinion to be
included as Exhibit 5 to the Registration Statement.  In
conjunction with the furnishing of this opinion, I have examined
such corporate documents and have made such investigation of
matters of fact and law as I have deemed necessary to render this
opinion.

          Based upon such examination and investigation, and upon
the assumption that there will be no material changes in the
documents examined and the matters investigated, I am of the
opinion that the 500,000 shares of Common Stock subject to the
1983 Stock Option Plan have been duly authorized by First Empire
and that, when issued upon the exercise of options and stock
appreciation rights in accordance with the terms of the 1983
Stock Option Plan, and for legal consideration of not less than
$5.00 per share, will be legally issued and will be fully paid
and nonassessable.

          I consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.

                                   Very truly yours,

                                   /s/Richard A. Lammert


RAL/ng