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                                                                    EXHIBIT 23.1
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We hereby consent to the incorporation by reference in the Joint Proxy
Statement/Prospectus constituting part of this Registration Statement on Form
S-4 of First Empire State Corporation of our report dated January 9, 1997
appearing on page 54 of First Empire State Corporation's Annual Report on Form
10-K for the year ended December 31, 1996. We also consent to the reference to
us under the heading "Experts" in such Joint Proxy Statement/Prospectus.
 
 /s/ Price Waterhouse LLP
---------------------
 
Price Waterhouse LLP
Buffalo, New York
February 9, 1998
