FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WILMERS ROBERT G   2. Issuer Name and Ticker or Trading Symbol M&T BANK CORP [MTB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) ONE M&T PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 02/06/2006 (Street) BUFFALO, NY 14203-2399 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/06/2006   S   2,200 D $ 106.63 3,299,163 D   Common Stock 02/06/2006   S   3,200 D $ 106.64 3,295,963 D   Common Stock 02/06/2006   S   100 D $ 106.65 3,295,863 D   Common Stock 02/06/2006   S   100 D $ 106.66 3,295,763 D   Common Stock 02/06/2006   S   100 D $ 106.67 3,295,663 D   Common Stock 02/06/2006   S   600 D $ 106.68 3,295,063 D   Common Stock 02/06/2006   S   500 D $ 106.7 3,294,563 D   Common Stock 02/06/2006   S   500 D $ 106.71 3,294,063 D   Common Stock 02/06/2006   S   100 D $ 106.72 3,293,963 D   Common Stock 02/06/2006   S   100 D $ 106.75 3,293,863 D   Common Stock 02/06/2006   S   400 D $ 106.76 3,293,463 D   Common Stock 02/06/2006   S   300 D $ 106.77 3,293,163 D (1) (2)   Common Stock               40,153 I By 401(k) Plan (3) Common Stock               214,540 I GRAT #5 (4) Common Stock               224,766 I GRAT #6 (4) Common Stock               400,000 I See footnote (5) Common Stock               93,683 I See footnote (6) Common Stock               182,380 I See footnote (7) Common Stock               158,207 I See footnote (8) Common Stock               66,770 I See footnote (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WILMERS ROBERT G ONE M&T PLAZA BUFFALO, NY 14203-2399	X		Chairman of the Board

Signatures

By: Brian R. Yoshida, Esq. (Attorney-In-Fact)		02/08/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The GRATs (see (4) below), the West Ferry Foundation (see (7) below), the Roche Foundation (see (6) below), the St. Simon Charitable Foundation (see (8) below), the Interlaken Foundation (see (9) below) and the reporting person are members of a "group," as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, which claims beneficial ownership of more than 5% of the outstanding shares of the Common Stock of M&T Bank Corporation. The reporting person, as a Trustee of the West Ferry Foundation and the GRATs, and as a director and President of each of the Roche Foundation, the St. Simon Charitable Foundation and the Interlaken Foundation previously filed Form 3 reports on behalf of the West Ferry Foundation, the Roche Foundation, the St. Simon Charitable Foundation, the Interlaken Foundation and each GRAT. (Please note that footnote (1) is continued in footnote (2) due to system limitations.)
(2)	(Please note that footnote (2) is a continuation of footnote (1).) The holdings of and transactions in the Common Stock of M&T Bank Corporation for the West Ferry Foundation, the Roche Foundation, the St. Simon Charitable Foundation, the Interlaken Foundation and each GRAT are reported in the reporting person?s individual Form 4 report in reliance on the Commission staff?s position in D?Ancona & Pflaum (February 18, 1992). Separate reports therefore are not filed on behalf of the West Ferry Foundation, the Roche Foundation, the St. Simon Charitable Foundation, the Interlaken Foundation or either GRAT.
(3)	The information presented is as of December 31, 2005.
(4)	The indicated shares are held by Grantor Retained Annuity Trusts No's. 5 and 6, respectively, under indentures dated July 23, 1993 (individually, a "GRAT" and collectively, the "GRATs"). The reporting person is a trustee of each GRAT and holds sole voting and dispositive power over the shares held by the GRATs.
(5)	The indicated shares are held by a limited liability company of which the reporting person is the sole member.
(6)	The indicated shares are held by the Roche Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is the sole director and president of the Roche Foundation and holds sole voting and dispositive power over the shares held by it.
(7)	The indicated shares are held by the West Ferry Foundation, a charitable trust in which the reporting person has no pecuniary interest. The reporting person is the trustee of the West Ferry Foundation and holds sole voting and dispositive power over the shares held by it.
(8)	The indicated shares are held by the St. Simon Charitable Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the St. Simon Charitable Foundation and holds voting and dispositive power over the shares held by it.
(9)	The indicated shares are held by the Interlaken Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the Interlaken Foundation and holds voting and dispositive power over the shares held by it.
Remarks: This is the second of two Form 4 filings by the reporting person to report the reporting person's transactions that occurred on February 6, 2006.  Multiple Form 4 filings are required due to SEC system limitations that do not allow more than 30 transactions to be reported in Table I.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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