UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 13F

                               FORM 13F COVER PAGE

                                                    
Report for the Calendar Year or Quarter Ended:                                           03/31/2004
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Check here is Amendment [_]; Amendment Number:         ____________________________________________
  This Amendment (Check only one.):                    [_] is a restatement.
                                                       [_] adds new holdings entries.

Institutional Investment Manager Filing this Report:
Name:                                                  Manufacturers and Traders Trust Company
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Address:                                               One M&T Plaza
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                                                       Buffalo, NY   14240
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Form 13-F File Number:                                 28-39800
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This institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all requiredd items, statements,
schedules, lists, and tables, are considered integral part of this form.

Person Signing this Report on Behalf of Reporting Manager

                                                    
Name:                                                  Mark Czarnecki
Title:                                                 Executive Vice President
Phone:                                                 (716) 842-5291



Signature, Place & Date of Signing:

         /s/ Mark Czarnecki                    Buffalo, NY            5/17/2004
____________________________________  ____________________________  ____________
            [Signature]                       [City, State]            [Date]


Report Type (Check only one.):

[_] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting managers
    are reported in this report).

[X] 13F NOTICE. (Check here if no holdings reported are in this report, and all
    holdings are reported by other reporting manager(s).)

[_] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
    reporting managers are reported in this report and a portion are reported by
    other reporting managers(s).)

List of Other Managers Reporting for this Manager:

Form 13F File Number                  Name

28-267                                M&T Bank Corporation
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