Exhibit 99



CONTACT:  Michael S. Piemonte                         FOR IMMEDIATE RELEASE:
          (716) 842-5138                              July 12, 2004

              M&T BANK CORPORATION ANNOUNCES SECOND QUARTER RESULTS

      BUFFALO, NEW YORK -- M&T Bank Corporation ("M&T")(NYSE: MTB) today
reported its results of operations for the quarter ended June 30, 2004.

      GAAP Results of Operations. Diluted earnings per share measured in
accordance with generally accepted accounting principles ("GAAP") for the second
quarter of 2004 were $1.53, up 39% from $1.10 in the year-earlier period.
GAAP-basis net income in the recent quarter totaled $184 million, 38% higher
than $134 million in the second quarter of 2003. GAAP-basis net income for the
second quarter of 2004 expressed as an annualized rate of return on average
assets and average common stockholders' equity was 1.45% and 13.12%,
respectively, up from 1.10% and 10.00%, respectively, in the year-earlier
quarter.

      M&T's results for the recently completed quarter reflect the impact of a
partial reversal of a valuation allowance for possible impairment of capitalized
residential mortgage servicing rights of $22 million. After applicable income
tax effect, such reversal added $13 million to net income, or $.11 per diluted
share. The reduction of the valuation allowance reflects the increase in the
value of capitalized mortgage servicing rights resulting from higher residential
mortgage loan interest rates at the recent quarter-end as compared with March
31, 2004. M&T had recognized a provision for impairment of capitalized mortgage
servicing rights in the second quarter of 2003 of $18 million that after
applicable income tax effect reduced that quarter's net income by $11 million,
or $.09 per diluted share. The 2003 impairment charge reflected the impact of


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declining interest rates during last year's second quarter on the value of
capitalized mortgage servicing rights.

      M&T's results for 2003's second quarter also reflect merger-related
expenses incurred in connection with the April 1, 2003 acquisition of Allfirst
Financial Inc. ("Allfirst"). Such expenses totaled $22 million, after applicable
tax effect, or $.17 per diluted share, and represented costs for professional
services, travel, and other expenses associated with the acquisition and the
related integration of data processing and other operating systems and
functions. There were no similar expenses in the second quarter of 2004.

      For the six months ended June 30, 2004, GAAP-basis diluted earnings per
share increased 23% to $2.83 from $2.30 in the similar 2003 period. On the same
basis, net income for the first half of 2004 totaled $344 million, 37% higher
than $251 million in the year-earlier period. Merger-related expenses incurred
during the first two quarters of 2003 associated with the acquisition of
Allfirst were $25 million, after applicable tax effect, or $.23 per diluted
share. There were no merger-related expenses in the first six months of 2004.
GAAP-basis net income for the six-month period ended June 30, 2004 expressed as
an annualized rate of return on average assets and average common stockholders'
equity was 1.37% and 12.15%, respectively, compared with 1.23% and 11.67%,
respectively, in the corresponding 2003 period.

      Supplemental Reporting of Non-GAAP Results of Operations. Since 1998, M&T
has consistently provided supplemental reporting of its results on a "net
operating" or "tangible" basis, from which M&T excludes the after-tax effect of
amortization of core deposit and other intangible assets (and the related
goodwill, core deposit intangible and other intangible asset balances, net

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of applicable deferred tax amounts) and expenses associated with merging
acquired operations into M&T, since such expenses are considered by management
to be "nonoperating" in nature. Although "net operating income" as defined by
M&T is not a GAAP measure, M&T's management believes that this information helps
investors understand the effect of acquisition activity in reported results.
Amortization of core deposit and other intangible assets, after tax effect, was
$12 million ($.10 per diluted share) in the recent quarter, compared with $14
million ($.11 per diluted share) in the year-earlier quarter. Similar after tax
effect amortization charges for the six months ended June 30, 2004 and 2003 were
$25 million ($.20 per diluted share) and $21 million ($.20 per diluted share),
respectively.

      Diluted net operating earnings per share, which exclude the impact of
amortization of core deposit and other intangible assets and merger-related
expenses, were $1.63 in the second quarter of 2004, 18% higher than $1.38 in the
corresponding quarter of 2003. Net operating income during the recent quarter
was $196 million, up 16% from $169 million in the year-earlier quarter.
Expressed as an annualized rate of return on average tangible assets and average
tangible stockholders' equity, net operating income was 1.64% and 30.12%,
respectively, in 2004's second quarter, improved from 1.48% and 29.89% in the
second quarter of 2003.

      For the six-month period ended June 30, 2004, diluted net operating
earnings per share were $3.03, up 11% from $2.73 in the corresponding 2003
period. Net operating income for the first half of 2004 rose 24% to $369 million
from $297 million in the corresponding 2003 period. For the first six months of
2004, net operating income expressed as an annualized rate of return on

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average tangible assets and average tangible equity was 1.56% and 27.95%,
respectively, compared with 1.54% and 27.39% in the similar 2003 period.

      Reconciliation of GAAP and Non-GAAP Results of Operations. A
reconciliation of diluted earnings per share and net income with diluted net
operating earnings per share and net operating income follows:



                                                 Three months ended                     Six months ended
                                                      June 30                                 June 30
                                            2004                 2003                2004                2003
                                         -----------          -----------         -----------         -----------
                                                              (in thousands, except per share)

                                                                                          
Diluted earnings per share               $      1.53                 1.10                2.83                2.30
Amortization of core deposit
 and other intangible assets(1)                  .10                  .11                 .20                 .20
Merger-related expenses(1)                        --                  .17                  --                 .23
                                         -----------          -----------         -----------         -----------

Diluted net operating earnings
 per share                               $      1.63                 1.38                3.03                2.73
                                         ===========          ===========         ===========         ===========


Net income                               $   184,385              134,040             343,875             250,578
Amortization of core deposit
 and other intangible assets(1)               11,773               13,883              24,706              20,977
Merger-related expenses(1)                        --               21,513                  --              25,112
                                         -----------          -----------         -----------         -----------

Net operating income                     $   196,158              169,436             368,581             296,667
                                         ===========          ===========         ===========         ===========


(1) After any related tax effect


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      Reconciliation of Total Assets and Equity to Tangible Assets and Equity. A
reconciliation of average assets and equity with average tangible assets and
average tangible equity follows:



                                      Three months ended                    Six months ended
                                           June 30                             June 30
                                   2004              2003               2004              2003
                                 --------           -------           -------           -------
                                                          (in millions)

                                                                            
Average assets                   $ 51,251            49,010            50,583            41,062
Goodwill                           (2,904)           (2,893)           (2,904)           (2,000)
Core deposit and other
  intangible assets                  (210)             (295)             (220)             (204)
Deferred taxes                         --                --                --                --
                                 --------           -------           -------           -------
Average tangible assets          $ 48,137            45,822            47,459            38,858
                                 ========           =======           =======           =======


Average equity                   $  5,654             5,377             5,693             4,328
Goodwill                           (2,904)           (2,893)           (2,904)           (2,000)
Core deposit and other
  intangible assets                  (210)             (295)             (220)             (204)
Deferred taxes                         79                85                83                61
                                 --------           -------           -------           -------
Average tangible equity          $  2,619             2,274             2,652             2,185
                                 ========           =======           =======           =======


      Taxable-equivalent Net Interest Income. As a result of growth in average
earning assets, taxable-equivalent net interest income increased to $438 million
in the second quarter of 2004 from $435 million in the year-earlier quarter.
Average earning assets totaled $44.9 billion in the recent quarter, compared
with $42.4 billion in the second quarter of 2003. Largely offsetting the
favorable impact of higher earning assets was a narrowing of M&T's net interest
margin, or taxable-equivalent net interest income expressed as an annualized
percentage of average earning assets, to 3.92% in 2004's second quarter from
4.12% in the year-earlier period. The primary factor for such decline was a
lower interest rate environment which resulted in the yields on earning assets
decreasing more than the rates paid on interest-bearing liabilities.


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      Provision for Credit Losses/Asset Quality. The provision for credit losses
totaled $30 million in the second quarter of 2004, compared with $36 million a
year earlier. Net charge-offs of loans during the recent quarter were $21
million, compared with $23 million in the year-earlier period. Expressed as an
annualized percentage of average loans outstanding, net charge-offs were .23% in
2004's second quarter, compared with .26% in the corresponding 2003 period.
Loans classified as nonperforming totaled $190 million, or .51% of total loans
at June 30, 2004, down significantly from $319 million or .86% at June 30, 2003.
The substantial decrease in nonperforming loans at the recent quarter-end as
compared with a year earlier was largely the result of several large commercial
loans that are no longer in M&T's loan portfolio due to a combination of sales,
payoffs or charge-offs, including a net reduction of nonperforming loans
associated with the former Allfirst franchise totaling $78 million. Loans past
due 90 days or more and accruing interest were $135 million at the recent
quarter-end, compared with $170 million a year earlier. Included in these loans
at June 30, 2004 and 2003 were $112 million and $136 million, respectively, of
loans guaranteed by government-related entities. Nonperforming loans and loans
past due 90 days or more and accruing interest included loans obtained in the
Allfirst transaction of $31 million and $19 million, respectively, at June 30,
2004 and $109 million and $33 million, respectively, at June 30, 2003. Assets
taken in foreclosure of defaulted loans were $19 million at June 30, 2004,
compared with $23 million a year earlier.

      Allowance for Credit Losses. The allowance for credit losses totaled $625
million, or 1.66% of total loans, at June 30, 2004, compared with $604 million,
or 1.63%, a year earlier. The ratio of


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M&T's allowance for credit losses to nonperforming loans was 328% and 189% at
June 30, 2004 and 2003, respectively.

      Noninterest Income and Expense. Noninterest income in the recent quarter
totaled $232 million, compared with $233 million in the year-earlier quarter.
Increases in deposit account service charges, letter of credit and other
credit-related fees, and other revenues were offset by a $14 million decline in
mortgage banking revenues. Such decline reflected lower loan origination and
sales volumes and the impact of adopting recently issued accounting guidance
provided by the Securities and Exchange Commission ("SEC") in SEC Staff
Accounting Bulletin ("SAB") No. 105, "Application of Accounting Principles to
Loan Commitments." SAB No. 105 addresses the accounting for loans held for sale
and loan commitments accounted for as derivative instruments. M&T adopted the
SEC guidance effective April 1, 2004 and although such adoption had no economic
impact on M&T, it resulted in a $6 million accounting deferral of mortgage
banking revenues from the second quarter to the third quarter of 2004. This
accounting deferral reflects a delay in the timing of revenue recognition for
servicing and certain other cash flows associated with the underlying loans to
the time of loan sale. Neither the amount or timing of receipt of such cash
flows nor the economic value of the loans and commitments have changed as a
result of this accounting guidance.

      Noninterest expense in the second quarter of 2004 totaled $357 million,
17% lower than $431 million in 2003's second quarter. Included in such amounts
are expenses considered to be nonoperating in nature consisting of amortization
of core deposit and other intangible assets of $19 million in 2004 and $23
million in 2003, and merger-related expenses of $33 million in 2003. There were
no merger-related expenses in 2004. Exclusive of these nonoperating expenses,
noninterest operating expenses were $338 million in the


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recent quarter, down from $375 million in the second quarter of 2003. The most
significant contributor to the lower nonoperating expenses in 2004 was the $22
million partial reversal of the valuation allowance for the impairment of
capitalized mortgage servicing rights recorded during the recently completed
quarter. As already noted, the partial reversal of the valuation allowance
reflects the increase in the value of capitalized mortgage servicing rights
resulting from higher residential mortgage loan interest rates at June 30, 2004
as compared with a quarter earlier. An $18 million provision for the impairment
of capitalized mortgage servicing rights was recorded during the second quarter
of 2003, largely the result of the low interest rate environment that existed at
the end of that quarter. Capitalized residential mortgage servicing rights, net
of impairment valuation allowance, are included in "other assets" in M&T's
consolidated balance sheet and totaled $140 million and $92 million at June 30,
2004 and 2003, respectively.

      The efficiency ratio, or noninterest operating expenses divided by the sum
of taxable-equivalent net interest income and noninterest income (exclusive of
gains and losses from sales of bank investment securities), measures the
relationship of operating expenses to revenues. M&T's efficiency ratio was 50.4%
in the second quarter of 2004, improved from 56.2% in the year-earlier period.

      Commenting on M&T's financial performance during the recent quarter,
Michael P. Pinto, Executive Vice President and Chief Financial Officer, said,
"M&T's second quarter results reflect continued strong credit quality. During
the period, several large nonperforming commercial credits were worked out,
resulting in a significant reduction in M&T's nonperforming loans. We continue

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to be encouraged by growth in our loan portfolios. Furthermore, although
residential mortgage banking revenues decreased significantly from 2003's second
quarter, the expected reversal of $22 million of the valuation allowance for the
impairment of capitalized mortgage servicing rights more than offset that
decline." Looking forward to the remainder of 2004, Mr. Pinto commented,
"Subject to the impact of future economic and political conditions, at this time
we expect that M&T's full-year GAAP-basis diluted earnings per share for 2004
will be consistent with our previously announced estimate."

      Balance Sheet. M&T had total assets of $52.1 billion at June 30, 2004, up
from $50.4 billion at June 30, 2003. Loans and leases, net of unearned discount,
aggregated $37.5 billion at the recent quarter-end, compared with $37.0 billion
a year earlier. Deposits were $35.0 billion at June 30, 2004, up from $32.5
billion at June 30, 2003. Total stockholders' equity was $5.7 billion at June
30, 2004, representing 10.86% of total assets, compared with $5.4 billion or
10.78% a year earlier. Common stockholders' equity per share was $48.21 and
$45.46 at June 30, 2004 and 2003, respectively. Tangible equity per common share
was $22.40 at June 30, 2004, compared with $19.47 at June 30, 2003. In the
calculation of tangible equity per common share, stockholders' equity is reduced
by the carrying values of goodwill and core deposit and other intangible assets,
net of applicable deferred tax balances, which aggregated $3.0 billion and $3.1
billion at June 30, 2004 and 2003, respectively.

      In February 2004, M&T announced that it had been authorized by its Board
of Directors to purchase up to 5,000,000 shares of its common stock. During the
recent quarter, 1,848,900 shares of common stock were repurchased by M&T
pursuant to such plan at an average

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M&T BANK CORPORATION

cost per share of $87.19. During the first half of 2004, M&T had repurchased
3,616,800 shares of its common stock at an average cost of $89.41 per share,
including 1,367,900 shares repurchased under a November 2001 authorization that
was completed during 2004's initial quarter.

      Conference Call. Investors will have an opportunity to listen to M&T's
conference call to discuss second quarter financial results at 9:00 a.m. Eastern
Daylight Saving Time today, July 12, 2004. Those wishing to participate in the
call may dial 877-780-2276. International participants, using any applicable
international calling codes, may dial 973-582-2700. The conference call will be
webcast live on M&T's website at http://ir.mandtbank.com/conference.cfm. A
replay of the call will be available until July 13, 2004 by calling
877-519-4471, code 4889769 and 973-341-3080 for international participants. The
event will also be archived and available by noon today on M&T's website at
http://ir.mandtbank.com/conference.cfm.


      Forward-Looking Statements. This news release contains forward-looking
statements that are based on current expectations, estimates and projections
about M&T's business, management's beliefs and assumptions made by management.
These statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions ("Future Factors") which are difficult to
predict. Therefore, actual outcomes and results may differ materially from what
is expressed or forecasted in such forward-looking statements.

      Future Factors include changes in interest rates, spreads on earning
assets and interest-bearing liabilities, and interest rate sensitivity; credit
losses; sources of liquidity; common shares outstanding; common stock price
volatility; fair value of and number

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of stock options to be issued in future periods; legislation affecting the
financial services industry as a whole, and M&T and its subsidiaries
individually or collectively; regulatory supervision and oversight, including
required capital levels; increasing price and product/service competition by
competitors, including new entrants; rapid technological developments and
changes; the ability to continue to introduce competitive new products and
services on a timely, cost-effective basis; the mix of products/services;
containing costs and expenses; governmental and public policy changes, including
environmental regulations; protection and validity of intellectual property
rights; reliance on large customers; technological, implementation and
cost/financial risks in large, multi-year contracts; the outcome of pending and
future litigation and governmental proceedings; continued availability of
financing; financial resources in the amounts, at the times and on the terms
required to support M&T and its subsidiaries' future businesses; and material
differences in the actual financial results of merger and acquisition activities
compared with M&T's initial expectations, including the full realization of
anticipated cost savings and revenue enhancements.

      These are representative of the Future Factors that could affect the
outcome of the forward-looking statements. In addition, such statements could be
affected by general industry and market conditions and growth rates, general
economic and political conditions, including interest rate and currency exchange
rate fluctuations, and other Future Factors.


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M&T BANK CORPORATION
Financial Highlights



                                                      Three months ended                        Six months ended
                                                            June 30                                 June 30
Amounts in thousands,                              ----------------------                   ----------------------
 except per share                                     2004          2003       Change         2004          2003       Change
                                                   ---------     --------      ------       ---------     --------     ------
                                                                                                     
Performance
- -----------
Net income                                         $ 184,385      134,040        38%        $ 343,875      250,578      37%

Per common share:
  Basic earnings                                   $    1.56         1.12        39%        $    2.89         2.36      22%
  Diluted earnings                                      1.53         1.10        39              2.83         2.30      23
  Cash dividends                                   $     .40          .30        33         $     .80          .60      33

Common shares outstanding:
  Average - diluted (1)                              120,655      122,366        -1%          121,486      108,789      12%
  Period end (2)                                     117,324      119,519        -2           117,324      119,519      -2

Return on (annualized):
  Average total assets                                  1.45%        1.10%                       1.37%        1.23%
  Average common stockholders' equity                  13.12%       10.00%                      12.15%       11.67%

Taxable-equivalent net interest income             $ 438,285      435,198         1%        $ 861,818      754,788      14%

Yield on average earning assets                         5.06%        5.50%                       5.08%        5.68%
Cost of interest-bearing liabilities                    1.39%        1.65%                       1.41%        1.75%
Net interest spread                                     3.67%        3.85%                       3.67%        3.93%
Contribution of interest-free funds                      .25%         .27%                        .25%         .27%
Net interest margin                                     3.92%        4.12%                       3.92%        4.20%

Net charge-offs to average total
  net loans (annualized)                                 .23%         .26%                        .22%         .31%

Net operating results (3)
- ---------------------
Net operating income                               $ 196,158      169,436        16%          368,581      296,667      24%
Diluted net operating earnings per common share         1.63         1.38        18              3.03         2.73      11
Return on (annualized):
  Average tangible assets                               1.64%        1.48%                       1.56%        1.54%
  Average tangible common equity                       30.12%       29.89%                      27.95%       27.39%
Efficiency ratio                                       50.39%       56.20%                      53.55%       53.62%





                                                          At June 30            Change
                                                   -----------------------      ------
Loan quality                                         2004          2003
- ------------                                       ---------     --------
                                                                       
Nonaccrual loans                                   $ 181,974      311,881        -42%
Renegotiated loans                                     8,163        6,985         17
                                                   ---------      -------
  Total nonperforming loans                        $ 190,137      318,866        -40%
                                                   =========      =======

Accruing loans past due 90 days or more            $ 134,757      169,753        -21%

Nonperforming loans to total net loans                   .51%         .86%
Allowance for credit losses to total net loans          1.66%        1.63%


- -------------------
(1)   Includes common stock equivalents.

(2)   Includes common stock issuable under deferred compensation plans.

(3)   Excludes merger-related expenses and amortization and balances related to
      goodwill and core deposit and other intangible assets which, except in the
      calculation of the efficiency ratio, are net of applicable income tax
      effects. A reconciliation of net income and net operating income appears
      on page 4.

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M&T BANK CORPORATION
Condensed Consolidated Statement of Income



                                                         Three months ended                      Six months ended
                                                               June 30                               June 30
                                                     -------------------------             -----------------------------
Dollars in thousands                                   2004             2003     Change       2004               2003       Change
                                                     --------          -------   ------    ----------          ---------    ------
                                                                                                          
Interest income                                      $560,601          576,396     -3%     $1,106,733          1,011,955       9%
Interest expense                                      126,805          145,506    -13         253,634            265,098      -4
                                                     --------          -------             ----------          ---------
Net interest income                                   433,796          430,890      1         853,099            746,857      14

Provision for credit losses                            30,000           36,000    -17          50,000             69,000     -28
                                                     --------          -------             ----------          ---------
Net interest income after
   provision for credit losses                        403,796          394,890      2         803,099            677,857      18

Other income

     Mortgage banking revenues                         30,134           43,915    -31          58,392             78,379     -26
     Service charges on deposit accounts               91,104           85,882      6         179,429            129,231      39
     Trust income                                      34,576           33,640      3          68,162             47,839      42
     Brokerage services income                         13,245           14,361     -8          27,098             24,409      11
     Trading account and foreign exchange gains         3,844            5,689    -32           8,967              6,330      42
     Gain on sales of bank investment securities           --              250     --           2,512                483      --
     Other revenues from operations                    59,431           49,160     21         115,925             79,073      47
                                                     --------          -------             ----------          ---------
          Total other income                          232,334          232,897     --         460,485            365,744      26

Other expense

     Salaries and employee benefits                   202,647          205,481     -1         403,397            329,555      22
     Equipment and net occupancy                       44,811           47,896     -6          92,183             75,047      23
     Printing, postage and supplies                     8,494           10,926    -22          18,386             17,939       2
     Amortization of core deposit and other
        intangible assets                              19,250           22,671    -15          40,398             34,269      18
     Other costs of operations                         82,005          144,173    -43         192,810            216,615     -11
                                                     --------          -------             ----------          ---------
          Total other expense                         357,207          431,147    -17         747,174            673,425      11

Income before income taxes                            278,923          196,640     42         516,410            370,176      40

Applicable income taxes                                94,538           62,600     51         172,535            119,598      44
                                                     --------          -------             ----------          ---------
Net income                                           $184,385          134,040     38%     $  343,875            250,578      37%
                                                     ========          =======             ==========          =========

Summary of merger-related expenses included above:

     Salaries and employee benefits                  $     --            3,553             $       --              3,838
     Equipment and net occupancy                           --              800                     --                896
     Printing, postage and supplies                        --            2,319                     --              2,361
     Other costs of operations                             --           26,486                     --             31,508
                                                     --------          -------             ----------           --------
          Total merger-related expenses              $     --           33,158             $       --             38,603
                                                     ========          =======             ==========           ========



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M&T BANK CORPORATION
Condensed Consolidated Balance Sheet



                                                                  June 30
                                                       -------------------------------
Dollars in thousands                                      2004                2003            Change
                                                       -----------         -----------        ------
                                                                                     
ASSETS

Cash and due from banks                                $ 1,697,173           2,565,621          -34%

Money-market assets                                        167,817             288,929          -42

Investment securities                                    8,161,040           5,945,533           37

Loans and leases, net of unearned discount              37,522,401          37,001,556            1
  Less: allowance for credit losses                        624,516             603,501            3
                                                       -----------         -----------
  Net loans and leases                                  36,897,885          36,398,055            1

Goodwill                                                 2,904,081           2,904,081           --

Core deposit and other intangible assets                   200,433             283,936          -29

Other assets                                             2,066,029           2,012,973            3
                                                       -----------         -----------
  Total assets                                         $52,094,458          50,399,128            3%
                                                       ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Noninterest-bearing deposits at U.S. offices           $ 8,204,704           8,764,640          -6%

Other deposits at U.S. offices                          23,030,317          22,364,719            3

Deposits at foreign office                               3,718,490           1,409,414          164
                                                       -----------         -----------
  Total deposits                                        34,953,511          32,538,773            7

Short-term borrowings                                    4,862,362           4,631,346            5

Accrued interest and other liabilities                     794,719           1,036,791          -23

Long-term borrowings                                     5,827,180           6,758,781          -14
                                                       -----------         -----------
  Total liabilities                                     46,437,772          44,965,691            3

Stockholders' equity (1)                                 5,656,686           5,433,437            4
                                                       -----------         -----------
  Total liabilities and stockholders' equity           $52,094,458          50,399,128            3%
                                                       ===========         ===========



(1)   Reflects accumulated other comprehensive loss, net of applicable income
      tax effect, of $15.7 million at June 30, 2004 and accumulated other
      comprehensive income, net of applicable income tax effect, of $52.4
      million at June 30, 2003.

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M&T BANK CORPORATION
Condensed Consolidated Average Balance Sheet
 and Annualized Taxable-equivalent Rates



                                             Three months ended                              Six months ended
                                                    June 30                                       June 30
                                       --------------------------------                -------------------------------
Dollars in millions                          2004             2003                          2004             2003
                                       ---------------   --------------    Change in   --------------   --------------    Change in
                                        Balance   Rate   Balance   Rate     balance    Balance   Rate   Balance   Rate     balance
                                       --------   ----   -------   ----    ---------   -------   ----   -------   ----    ---------
                                                                                            
ASSETS

Money-market assets                    $     76    .74%      100   1.21%      -24%          81    .87%      337   1.27%     -76%

Investment securities                     7,943   4.16     5,654   4.41        40        7,729   4.13     4,652   4.80       66

Loans and leases, net of unearned
 discount
  Commercial, financial, etc              9,464   4.30     9,985   4.34        -5        9,282   4.19     7,675   4.43       21
  Real estate - commercial.              12,962   5.60    12,059   6.14         7       12,742   5.65    10,880   6.33       17
  Real estate - consumer                  3,218   5.89     3,853   6.18       -16        3,151   5.92     3,519   6.31      -10
  Consumer                               11,260   5.46    10,735   6.19         5       11,199   5.56     9,167   6.23       22
                                         ------           ------                        ------           ------
     Total loans and leases, net         36,904   5.26    36,632   5.67         1       36,374   5.29    31,241   5.86       16
                                         ------           ------                        ------           ------

  Total earning assets                   44,923   5.06    42,386   5.50         6       44,184   5.08    36,230   5.68       22

Goodwill                                  2,904            2,893                -        2,904            2,000              45

Core deposit and other intangible
 assets                                     210              295              -29          220              204               8

Other assets                              3,214            3,436               -6        3,275            2,628              25
                                         ------           ------                        ------           ------
  Total assets                         $ 51,251           49,010                5%    $ 50,583           41,062              23%
                                         ======           ======                        ======           ======

LIABILITIES AND STOCKHOLDERS' EQUITY

Interest-bearing deposits

  NOW accounts                         $    368    .30       903    .40       -59%         741    .35       846    .38      -12%
  Savings deposits                       15,667    .57    14,428    .79         9       15,211    .59    12,039    .86       26
  Time deposits                           6,842   2.13     7,489   2.40        -9        6,717   2.17     6,687   2.50        -
  Deposits at foreign office              2,829    .99       996   1.16       184        2,831    .98     1,024   1.18      176
                                         ------           ------                        ------           ------
     Total interest-bearing deposits     25,706   1.03    23,816   1.30         8       25,500   1.05    20,596   1.39       24
                                         ------           ------                        ------           ------

Short-term borrowings                     5,141   1.02     4,789   1.22         7        4,956   1.02     4,143   1.25       20
Long-term borrowings                      5,869   3.30     6,698   3.22       -12        5,717   3.37     5,774   3.41       -1

Total interest-bearing liabilities       36,716   1.39    35,303   1.65         4       36,173   1.41    30,513   1.75       19

Noninterest-bearing deposits              7,996            7,373                8        7,780            5,565              40

Other liabilities                           885              957               -8          937              656              43
                                         ------           ------                        ------           ------

  Total liabilities                      45,597           43,633                5       44,890           36,734              22

Stockholders' equity                      5,654            5,377                5        5,693            4,328              32
                                         ------           ------                        ------           ------

  Total liabilities and stockholders'
   equity                              $ 51,251           49,010                5%    $ 50,583           41,062              23%
                                         ======           ======                        ======           ======

Net interest spread                               3.67             3.85                          3.67             3.93
Contribution of interest-free funds.               .25              .27                           .25              .27
Net interest margin                               3.92%            4.12%                         3.92%            4.20%



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