EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                              M&T BANK CORPORATION

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

         The undersigned, being the President and the Corporate Secretary of M&T
Bank Corporation, do hereby certify and set forth:

         (1) The name of the corporation is M&T Bank Corporation. The name under
which the corporation was formed is First Empire State Corporation.

         (2) The certificate of incorporation of M&T Bank Corporation was filed
by the Department of State on the 6th day of November, 1969. A first restated
certificate of incorporation was filed by the Department of State on the 19th
day of December, 1969; a second restated certificate of incorporation was filed
by the Department of State on the 28th day of April, 1986; a third restated
certificate of incorporation was filed by the Department of State on the 20th
day of April, 1989; an amendment to the certificate of incorporation was filed
by the Department of State on the 14th day of March, 1991; a fourth restated
certificate of incorporation was filed by the Department of State on the 8th day
of May, 1997; an amendment to the certificate of incorporation was filed by the
Department of State on the 29th day of May, 1998; a fifth restated certificate
of incorporation was filed by the Department of State on the 3rd day of June,
1998; and an amendment to the certificate of incorporation was filed by the
Department of State on the 5th day of October, 2000.

         (3) Article FOURTH, Section 1, of the certificate of incorporation of
M&T Bank Corporation, which sets forth the aggregate number of shares which the
corporation shall have authority to issue, the division of such shares into
classes, and the number and par value of shares in each class, is hereby amended
to read as follows:




                  FOURTH: 1. The aggregate number of shares of stock which the
         Corporation shall have authority to issue is two hundred fifty-one
         million (251,000,000) shares, divided into two classes, namely,
         preferred shares and common shares. The number of preferred shares
         authorized is one million (1,000,000) shares of the par value of one
         dollar ($1.00) per share. The number of common shares authorized is two
         hundred fifty million (250,000,000) shares of the par value of fifty
         cents ($0.50) per share.

         This amendment to the certificate of incorporation of M&T Bank
Corporation provides for a change of shares as follows:

         Unissued shares: This amendment provides for a change of 52,860,653
         unissued common shares of the par value of fifty cents ($0.50) per
         share. Resulting from the change are 152,860,653 unissued common shares
         of the par value of fifty cents ($0.50) per share. The terms of the
         change are that the unissued common share existing immediately prior to
         the effective time of this amendment shall be increased by 100,000,000
         unissued common shares.

         (4) This amendment to the certificate of incorporation of M&T Bank
Corporation was authorized, pursuant to section 803(a) of the Business
Corporation Law, by the vote of the board of directors of the corporation
followed by the vote of the holders of a majority of all outstanding shares
entitled to vote thereon at a meeting of the stockholders.





         IN WITNESS WHEREOF, the undersigned have executed, signed and verified
this certificate this 4th day of March, 2003.

                              M&T BANK CORPORATION

                              By: /s/ Robert G. Wilmers
                                  --------------------------------
                                  Robert G. Wilmers
                                  President


                              By: /s/ Marie King
                                  --------------------------------
                                  Marie King
                                  Corporate Secretary





STATE OF NEW YORK    )
                     )       SS.:
COUNTY OF ERIE       )



         Robert G. Wilmers and Marie King, being first duly sworn, depose and
say that they are respectively, the President and the Corporate Secretary of M&T
Bank Corporation, that they have read the foregoing certificate and know the
contents thereof and that the statements therein contained are true.

                                  /s/ Robert G. Wilmers
                                  --------------------------------
                                  Robert G. Wilmers



                                  /s/ Marie King
                                  -----------------------------------
                                  Marie King



Sworn to before me
this 4th day of
March, 2003.


/s/ Brian R. Yoshida
- --------------------------
Notary Public

BRIAN R. YOSHIDA
Notary Public, State of New York
Qualified in Erie County
My Commission Expires 03/29/2007





                            CERTIFICATE OF AMENDMENT

                     OF THE CERTIFICATE OF INCORPORATION OF

                              M&T BANK CORPORATION

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


Dated: March 4, 2003

Filer: Richard A. Lammert, Esq.
       Executive Vice President and General Counsel
       M&T Bank Corporation
       One M & T Plaza
       Buffalo, New York 14203