FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MITCHELL JOHN C   2. Issuer Name and Ticker or Trading Symbol NBT BANCORP INC [NBTB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 52 SOUTH BROAD STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/27/2011 (Street) NORWICH, NY 13815 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price NBT Bancorp Inc. Common Stock 01/27/2011   M   658 A $ 14.3492 31,772 D   NBT Bancorp Inc. Common Stock 01/27/2011   S   658 D $ 24.27 31,114 D   NBT Bancorp Inc. Common Stock               164,041 I by Corporation

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 14.3492

01/27/2011

M

658

01/28/2003(1)

01/28/2012

NBT Bancorp Inc. Common Stock

658

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 17.6008

01/01/2004(1)

01/01/2013

NBT Bancorp Inc. Common Stock

1,012

1,012

D

Non-Qualified Stock Option (right to buy)

$ 20.7492

05/01/2006(1)

05/01/2015

NBT Bancorp Inc. Common Stock

1,750

1,750

D

Non-Qualified Stock Option (right to buy)

$ 21.74

05/01/2007(1)

05/01/2016

NBT Bancorp Inc. Common Stock

1,625

1,625

D

Non-Qualified Stock Option (right to buy)

$ 22.1388

01/01/2005(1)

01/01/2014

NBT Bancorp Inc. Common Stock

1,438

1,438

D

Non-Qualified Stock Option (right to buy)

$ 22.4842

05/01/2008(1)

05/01/2017

NBT Bancorp Inc. Common Stock

1,800

1,800

D

Non-Qualified Stock Option (right to buy)

$ 22.5508

05/01/2009(1)

05/01/2018

NBT Bancorp Inc. Common Stock

2,000

2,000

D

Non-Qualified Stock Option (right to buy)

$ 23.2708

01/20/2006(1)

01/20/2015

NBT Bancorp Inc. Common Stock

700

700

D

Non-Qualified Stock Option (right to buy)

$ 23.8325

11/10/2006(2)

11/10/2014

NBT Bancorp Inc. Common Stock

1,034

1,034

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MITCHELL JOHN C 52 SOUTH BROAD STREET NORWICH, NY 13815	X

Signatures

By: F. Sheldon Prentice, Power of Attorney For: John C. Mitchell		01/28/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to NBT Non-Employee Director, Divisional Director and Subsidiary Director Stock Option Plan grant vests 40% for first year, 20% annually for following years.
(2)	Pursuant to NBT Non-Employee Director, Divisional Director and Subsidiary Director Stock Option Plan reload grant vests 100% two years after date of its grant.

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