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                                                                    Exhibit 23.1






                          CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-32044 and 333-16077) of First Empire State
Corporation of our report dated January 9, 1998, appearing on page 55 of this
Form 10-K.  We also consent to the incorporation by reference of our report
dated March 10, 1998 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, 1997 and 1996 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 Statements.





/s/ PRICE WATERHOUSE LLP                        

Buffalo, New York
March 16, 1998


