Mail Stop 4561
      September 15, 2005

Mr. Daryl R. Forsythe
Chairman and Chief Executive Officer
NBT Bancorp, Inc.
52 South Broad Street
Norwich, New York 13815


Re:	NBT Bancorp, Inc.
	Form 10-K for the fiscal year ended December 31, 2004
	Filed March 16, 2005
	File Number: 000-14703


Dear Mr. Forsythe:


      We have reviewed your filing and have limited our review to
the
following comment.  Where indicated, we think you should revise
your
document in response to this comment.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In our comment, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.








Form 10-K, filed on March 16, 2005

Item 1. Business

Nonperforming Assets

1. We note your disclosures regarding the determination of your
allowance for loan losses. Please tell us:

* the amount of the specific allowance attributable to your non-
performing loans, if any;
* why your provision for loan losses has remained constant over
the
past several years in view of your net charge-off history; and
* how you have considered the $48.0 million in potential problem
loans as of December 31, 2004 in determining your allowance.



* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and




* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact John Spitz at (202) 824-5477 or me at (202)
942-3490 if you have questions.


Sincerely,


Donald Walker
Senior Assistant Chief Accountant

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Mr. Daryl R. Forsythe
NBT Bancorp, Inc.
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