POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/Brent D. Baird      
                                      Signature



                                    Brent D. Baird     

                                      Print Name       


                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                /s/John H. Benisch      
                                      Signature



                                    John H. Benisch    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                               /s/C. Angela Bontempo    
                                      Signature



                                  C. Angela Bontempo   

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/Robert T. Brady     
                                      Signature



                                    Robert T. Brady    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                               /s/Patrick J. Callan     
                                      Signature



                                  Patrick J. Callan    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                /s/James A. Carrigg     
                                      Signature



                                   James A. Carrigg    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                              /s/Barber B. Conable, Jr. 
                                      Signature



                                 Barber B. Conable, Jr.

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                /s/Richard E. Garman    
                                      Signature



                                   Richard E. Garman   

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/James V. Glynn      
                                      Signature



                                    James V. Glynn     

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                               /s/Wilfred J. Larson     
                                      Signature



                                  Wilfred J. Larson    

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/Jorge G. Pereira    
                                      Signature



                                    Jorge G. Pereira   

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                              /s/William C. Shanley,
III                                   Signature



                                 William C. Shanley,
III
                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                              /s/Raymond D. Stevens,
Jr.                                   Signature



                                 Raymond D. Stevens,
Jr.
                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                                 /s/Richard D. Trent    
                                      Signature



                                    Richard D. Trent   

                                      Print Name       



                   POWER OF ATTORNEY


           
          KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of First Empire
State Corporation, a corporation organized under the
laws of the State of New York ("First Empire"), hereby
constitutes and appoints Robert G. Wilmers, James L.
Vardon, Richard A. Lammert, Steven L. Kaplan, and
Daniel A. Raskas and each of them (with full power to
each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his
or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix
his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form
S-8 (or other appropriate form), and all amendments
(including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed
with respect thereto, relating to the registration
under the Securities Act of 1933, as amended, of shares
of First Empire's common stock to be issued or sold in
connection with the First Empire State Corporation 1983
Stock Option Plan, granting unto said attorneys, and
each of them, full power and authority to do and to
perform each and every act and thing requisite and
necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and
purposes as he himself or she herself might or could do
if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned director
and/or officer has hereunto set his or her hand, as of
the date specified.


DATED:  October 17, 1995


                               /s/John L. Wehle, Jr.    
                                      Signature



                                  John L. Wehle, Jr.   

                                      Print Name