On December 17, 2012, the United States Department of the Treasury (the "Treasury") closed an underwritten secondary public offering (the "Warrant Offering") of 1,218,522 warrants (the "Warrants"), each representing the right to purchase one share of common stock, par value $0.50 per share, of M&T Bank Corporation (the "Company"). The Warrants have an exercise price of $73.86 per share and expire on December 23, 2018. In connection with the Warrant Offering, the Company entered into an underwriting agreement, dated as of December 11, 2012 (the "Underwriting Agreement"), among the Company, Treasury and Deutsche Bank Securities Inc., on behalf of themselves and the several underwriters specified therein. The Warrants have been approved for listing on the New York Stock Exchange under the symbol "MTB WS."

The public offering price and the allocation of the Warrants in the Warrant Offering were determined by an auction process. The public offering price of the Warrants was equal to $26.50 per warrant. The Company did not receive any of the proceeds of the Warrant Offering.

Also in connection with the Warrant Offering, the Company entered into a warrant agreement (the "Warrant Agreement"), dated as of December 11, 2012, with Registrar and Transfer Company, as warrant agent. Additionally, the Company and certain of its officers and directors have agreed to enter into 45-day "lock-up" agreements in substantially the form included in the Underwriting Agreement and subject to customary exceptions.

The Warrant Offering described in this Current Report on Form 8-K is more fully described in a prospectus supplement filed with the Securities and Exchange Commission on December 12, 2012, supplementing the prospectus dated June 26, 2012, as filed with the Commission as part of the Company's Registration Statement on Form S-3ASR (File No. 333-182348) (the "Registration Statement"). The foregoing descriptions of the Underwriting Agreement and the Warrant Agreement do not purport to be complete and are qualified in their entirety by reference to Exhibits 1.1 and 4.1, respectively.

This Current Report on Form 8-K is being filed for the purpose of filing the attached documents as exhibits to the Registration Statement and such exhibits are hereby incorporated by reference into the Registration Statement.

(d) Exhibits.

Exhibit
  No.                                Description of Exhibit

 1.1         Underwriting Agreement, dated as of December 11, 2012, among M&T Bank
             Corporation, the United States Department of the Treasury and, on
             behalf of themselves and the several underwriters named therein,
             Deutsche Bank Securities Inc.

 4.1         Warrant Agreement, dated as of December 11, 2012, between M&T Bank
             Corporation and Registrar and Transfer Company (incorporated by
             reference to Exhibit 4.1 of M&T Bank Corporation's Registration
             Statement on Form 8-A filed December 12, 2012).


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 4.2    Form of Warrant (incorporated by reference to Exhibit 4.2 of M&T Bank
        Corporation's Registration Statement on Form 8-A filed December 12, 2012).

 5.1    Opinion of Wachtell, Lipton, Rosen & Katz, regarding the Warrants.

23.1    Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).