Exhibit 23.1






                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-32044) of First Empire State Corporation of our
report dated January 10, 1996, except as to Note 9, which is as of February 13,
1996, appearing on page 54 of this Annual Report on Form 10-K. We also consent
to the incorporation by reference of our report dated March 5, 1996 appearing on
page 3 of First Empire State Corporation Retirement Savings Plan and Trust
Financial Statements and Additional Information for the years ended December 31,
1995 and 1994 filed herewith as Exhibit 99.1 of this Annual Report on Form 10-K.
We consent to the reference to us under the heading "Experts" in such
Registration Statement.





/s/ PRICE WATERHOUSE LLP

Buffalo, New York
March 12, 1996