CORRESP 1 filename1.htm Acceleration Request

NBT BANCORP INC.

52 South Broad Street

Norwich, New York 13815

January 28, 2013

VIA EDGAR

Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Lyon

 

  Re: NBT Bancorp Inc.
       Registration Statement on Form S-4 (File No. 333-185074)
       Request for Acceleration of Effective Date

Dear Mr. Lyon:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, NBT Bancorp Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-4 and declare the Registration Statement effective on Wednesday, January 30, 2013, or as soon thereafter as possible. The Company also requests the Commission to confirm such effective date and time in writing.

In connection with this request for acceleration, the Company acknowledges that:

 

   

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

   

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

   

the Company may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

Very truly yours,

 

NBT Bancorp Inc.

/s/ F. Sheldon Prentice

By:

Title:

 

F. Sheldon Prentice

Executive Vice President, General Counsel and Secretary