Exhibit 23.2




                     CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the Registration 
Statements on Form S-8 (Nos. 33-12207, 33-58500 and 33-63917) of First Empire 
State Corporation of our report dated January 9, 1997 appearing on page 54 of 
this Annual Report on Form 10-K.  We also consent to the reference to us 
under the heading "Experts" in Registration Statements (Nos. 33-12207 and 
33-58500).




/s/ PRICE WATERHOUSE LLP   

Buffalo, New York
March 18, 1997