EXHIBIT 3.1

  Certificate of Amendment of Certificate of Incorporation of NBT Bancorp Inc.,
                               as of May 3, 2001.





Article FOURTH of the Certificate of Incorporation of the Corporation is hereby
amended to read in its entirety as follows:

     FOURTH:  The total number of shares of all classes of capital stock which
     the Corporation shall have the authority to issue is Fifty-Two Million
     Five Hundred Thousand (52,500,000) shares consisting of Fifty Million
     (50,000,000) shares of Common Stock, par value of $.01 per share and Two
     Million Five Hundred Thousand (2,500,000) shares of Preferred Stock, par
     value $.01 per share.