AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2001

                                                      REGISTRATION NO. 333-XXXXX

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                NBT BANCORP INC.
                                ----------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                        16-1268674
         --------                                        ----------
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                 52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815
                 ----------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

               NBT BANCORP INC. NON-EMPLOYEE DIRECTOR, DIVISIONAL
               DIRECTOR AND SUBSIDIARY DIRECTOR STOCK OPTION PLAN
               --------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                                DARYL R. FORSYTHE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                NBT BANCORP INC.
          52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815 (607) 337-2265
          -------------------------------------------------------------
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    COPY TO:
                BRIAN D. ALPRIN, ESQ. AND LAURENCE S. LESE, ESQ.
                          DUANE, MORRIS & HECKSCHER LLP
      1667 K STREET, N.W., SUITE 700, WASHINGTON, D.C. 20006 (202) 776-7800



                         CALCULATION OF REGISTRATION FEE





--------------------------------------------------------------------------------------------
TITLE OF           AMOUNT           PROPOSED  MAXIMUM     PROPOSED  MAXIMUM     AMOUNT OF
SECURITIES         TO BE            OFFERING              AGGREGATE             REGISTRATION
TO BE REGISTERED   REGISTERED (1)   PRICE PER SHARE (2)   OFFERING PRICE (2)    FEE
--------------------------------------------------------------------------------------------
                                                                    

COMMON STOCK,        500,000             $13.24             $6,620,000          $1,655 (3)
$.01 PAR VALUE       SHARES
PER SHARE
--------------------------------------------------------------------------------------------



(1)      PLUS SUCH ADDITIONAL NUMBER OF SHARES AS MAY BE REQUIRED UNDER THE
         NON-EMPLOYEE DIRECTOR, DIVISIONAL DIRECTOR AND SUBSIDIARY DIRECTOR
         STOCK OPTION PLAN IN THE EVENT OF A STOCK DIVIDEND OR SPLIT,
         RECAPITALIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION, COMBINATION,
         OR EXCHANGE OF SHARES, OR OTHER SIMILAR CORPORATE CHANGE.

(2)      ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
         AND BASED, PURSUANT TO RULE 457(H)(1), UPON THE AVERAGE OF THE HIGHEST
         AND LOWEST QUOTED SELLING PRICES OF THE REGISTRANT'S COMMON STOCK
         REPORTED ON THE NASDAQ NATIONAL MARKET ON NOVEMBER 2, 2001, A DATE
         WITHIN FIVE DAYS OF THE DATE ON WHICH THIS REGISTRATION STATEMENT WAS
         FILED.






(3)      PURSUANT TO RULE 457(P) UNDER THE SECURITIES ACT OF 1933, THE
         REGISTRATION FEE THAT WOULD OTHERWISE BE PAYABLE UNDER RULE 457 WITH
         REGARD TO THE SUBJECT REGISTRATION STATEMENT IS HEREBY OFFSET AGAINST A
         PORTION OF THE REGISTRANT'S $52,137.22 REGISTRATION FEE THAT IT PAID TO
         THE SEC ON AUGUST 1, 2000 WHEN IT FILED ITS REGISTRATION STATEMENT ON
         FORM S-4, FILE NO. 333-42714, WHICH REGISTRATION STATEMENT THE
         REGISTRANT SUBSEQUENTLY WITHDREW BY SEC FORM RW ON OCTOBER 6, 2000. THE
         BALANCE OF THAT FEE WAS OFFSET BY THE $36,038 FILING FEE WITH RESPECT
         TO THE REGISTRANT'S FORM S-4 REGISTRATION STATEMENT, FILE NO.
         333-66472, FILED ON AUGUST 1, 2001; BY THE $8,269 FILING FEE WITH
         RESPECT TO THE REGISTRANT'S FORM S-8 REGISTRATION STATEMENT, FILE NO.
         333-71830, FILED ON OCTOBER 18, 2001; AND BY THE $67 FILING FEE WITH
         RESPECT TO THE FORM S-8 REGISTRATION STATEMENT, FILE NO. 333-72772,
         FILED ON NOVEMBER 5, 2001, LEAVING A "RULE 457(P) ACCOUNT BALANCE" OF
         $7,763.22. BY OFFSETTING THE REGISTRATION FEE OTHERWISE DUE BY THE
         REGISTRANT'S FILING THE SUBJECT REGISTRATION STATEMENT, THE REGISTRANT
         HAS A "RULE 457(P) ACCOUNT BALANCE" OF $6,108.22.




          AN INDEX TO EXHIBITS IS INCLUDED ON PAGE 8 OF THIS FORM S-8.













                                       2









PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to the note to Form S-8, the document containing the
information specified in Items 1 and 2 of Part I of the Form S-8 is not being
filed with the Commission as part of this Registration Statement, but will be
sent or given to participants as specified by Rule 428(b)(1).

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 - Incorporation of Certain Documents by Reference
--------------------------------------------------------

         The following documents and portions of documents filed by NBT Bancorp
Inc. ("Bancorp") with the Commission are hereby incorporated into this
Registration Statement by reference:

                  (a)  Bancorp's Annual Report on Form 10-K for the year ended
                       December 31, 2000;

                  (b)  Bancorp's Quarterly Reports on Form 10-Q for the quarters
                       ended March 31, 2001 and June 30, 2001;

                  (c)  Bancorp's Current Reports on Form 8-K filed on January 3,
                       2001, June 5, 2001, June 22, 2001 and July 27, 2001;

                  (d)  (i) Bancorp's Form 8-A/A filed with the SEC on May 9,
                       2000;

                       (ii) Bancorp's Form 8-A/A filed with the SEC on
                       February 24, 2000;

                       (iii) The description of Bancorp's Common Stock as set
                       forth under the caption "DESCRIPTION OF NBT CAPITAL
                       STOCK" presented in the prospectus portion of NBT's Form
                       S-4 Registration Statement, SEC File No. 333-66472, filed
                       with the Commission on August 1, 2001 and NBT's SEC Rule
                       424(b)(3) prospectus filed with the Commission on
                       September 10, 2001.

         Bancorp additionally incorporates by reference herein all documents to
be subsequently filed by Bancorp pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all the securities offered have
been sold or which deregisters all securities then remaining unsold, and deems
such documents to be incorporated by reference into this Registration Statement
and to be part of this Registration Statement from the dates of filing such
documents. Copies of these documents will not be filed with this Registration
Statement. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is modified or superseded by a subsequently filed document which also
is or is deemed to be incorporated by reference into this Registration
Statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement except as so modified or
superseded.

Item 4 - Description of Securities
----------------------------------

         This Item is omitted because Bancorp's Common Stock is registered under
Section 12 of the Exchange Act.



                                       3




Item 5 - Interests of Named Experts and Counsel
-----------------------------------------------

         Members of Duane, Morris & Heckscher LLP, counsel for Bancorp, own
shares of Bancorp common stock. The fair market value of this stock ownership
exceeds $50,000 but represents less than .1% of Bancorp's outstanding shares.
Under the regulations of the Commission, Duane, Morris & Heckscher LLP may be
deemed to have a substantial interest in Bancorp.

Item 6 - Indemnification of Directors and Officers
--------------------------------------------------

         Bancorp's bylaws contain provisions providing that Bancorp shall
indemnify any person who was or is a party or threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of Bancorp, or is or was serving at the request of Bancorp as a director
of another corporation, partnership, joint venture, trust, or other enterprise,
to the maximum extent authorized by the Delaware General Corporation Law.

         Bancorp's Certificate of Incorporation provides that a director of
Bancorp shall not be personally liable to Bancorp or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to Bancorp or its
stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) under ss. 174 of the
Delaware General Corporation Law; or (4) for any transaction from which the
director derived an improper personal benefit.

Item 7 - Exemption from Registration Claimed
--------------------------------------------

         This Item is omitted because it is not applicable.

Item 8 - Exhibits
-----------------

         The exhibits to this registration statement are listed in the Exhibit
Index included elsewhere herein.

Item 9 - Undertakings
---------------------

RULE 415 OFFERING

         The undersigned hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

                  (i) To include any prospectus required by section 10(a)(3) of
                  the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraph (1)(i) and (1)(ii) shall not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in



                                       4





         periodic reports filed with or furnished to the Commission by the
         registrant pursuant to section 13 or section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         registration statement.

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration statement relating to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                       5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwich, State of New York, on the 6th day of
November, 2001.

                                          NBT BANCORP INC.


                                      By: /s/ Daryl R. Forsythe
                                          --------------------------------
                                          Daryl R. Forsythe
                                          President, Chief Executive Officer
                                          and Chairman of the Board of Directors

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.





         Signature                          Title                                       Date
         ---------                          -----                                       ----
                                                                             

/s/ Daryl R. Forsythe               President, Chief Executive Officer and         November 6, 2001
------------------------            Chairman of the Board of and Directors
Daryl R. Forsythe                   (Principal Executive Officer)


/s/ Michael J. Chewens              Executive Vice President and                   November 6, 2001
----------------------              Chief Financial Officer (Principal
Michael J. Chewens                  Financial and Accounting Officer)


/s/ J. Peter Chaplin                Director                                       November 6, 2001
---------------------------
J. Peter Chaplin

/s/ Richard Chojnowski              Director                                       November 6, 2001
-----------------------
Richard Chojnowski

/s/ Gene E. Goldenziel              Director                                       November 6, 2001
------------------------
Gene E. Goldenziel

/s. Peter B. Gregory                Director                                       November 6, 2001
--------------------------
Peter B. Gregory

/s/ William C. Gumble               Director                                       November 6, 2001
------------------------
William C. Gumble

/s/ Bruce D. Howe                   Director                                       November 6, 2001
-------------------------
Bruce D. Howe

/s/ Andrew S. Kowalczyk, Jr.        Director                                       November 6, 2001
----------------------------
Andrew S. Kowalczyk, Jr.

/s/ John C. Mitchell                Director                                       November 6, 2001
-------------------------
John C. Mitchell

/s/ Joseph G. Nasser                Director                                       November 6, 2001
------------------------
Joseph G. Nasser




                                       6






                                                                             
/s/ William L. Owens                Director                                       November 6, 2001
-------------------------
William L. Owens

/s/ Paul O. Stillman                Director                                       November 6, 2001
---------------------------
Paul O. Stillman












                                       7




                                INDEX TO EXHIBITS

         The following documents are attached as exhibits to this Form S-8 or,
if annotated by the symbol *, are incorporated by reference as Exhibits to
previous filings of the Registrant with the Commission.

Exhibit
Number
-------
5.1               Opinion of Duane, Morris & Heckscher LLP.

23.1              Consent of Duane, Morris & Heckscher LLP.
                    (contained in their opinion filed as Exhibit 5.1).

23.2              Consent of KPMG LLP.

99.1              NBT Bancorp Inc. Non-Employee Director, Divisional Director
                    and Subsidiary Director Stock Option Plan.





                                       8