content: SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
  
  
  
                                  FORM 8-K
  
                               CURRENT REPORT
  
  
  
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
  
  
  Date of Report (Date of earliest event reported):  March 19, 2002
  
  
                          NB&T FINANCIAL GROUP, INC.
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  
  
              OHIO                    0-23134              31-1004998
  ---------------------------    -------------------   --------------------
  (State or other jurisdiction  (Commission File No.) (IRS Employer I.D. No.)
       of incorporation)
  
  
              48 N. South Street, Wilmington, Ohio           45177
             ----------------------------------------      ----------
            (Address of principal executive offices)       (Zip Code)
  
  
  Registrant's telephone number, including area code:  (937) 382-1441
                                                     ------------------
  
  
  
  <PAGE>
  
  Item 4.     Changes in Registrant's Certifying Accountant.
  
  
       On March 19, 2002, NB&T Financial Group, Inc. ("NBTF"), with the
  approval of the Board of Directors, decided to change NBTF's independent
  public auditors from J.D. Cloud & Co. L.L.P. ("Cloud") to BKD, LLP ("BKD").
  Cloud served as NBTF's independent certified public accountants from 1982
  through the fiscal year ended December 31, 2001.  The Board of Directors'
  decision to engage BKD is based on BKD's service and commitment toward
  serving financial institutions of NBTF's size and activities.  Cloud's
  reports on the consolidated financial statements of NBTF for the past two
  years did not contain any adverse opinion or disclaimer of opinion, nor were
  they qualified or modified as to uncertainty, audit scope or accounting
  principals.  During the last two fiscal years and the interim period through
  March 19, 2002, there have not been any disagreements between NBTF and Cloud
  on any matter of accounting principles or practices, consolidated financial
  statement disclosure or audit scope or procedure.
  
       BKD, LLP, has been engaged as NBTF's independent certified public
  accountants effective March 19, 2002.  NBTF has not requested or obtained
  any advice from BKD concerning any material accounting, auditing or financial
  reporting issue regarding the application of accounting principles to a
  specified transaction or the type of audit opinion that might be rendered on
  NBTF's consolidated financial statements.
  
  
  
  
  
  
  <PAGE>
  
  
                                 SIGNATURES
                                 ----------
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                       NB&T FINANCIAL GROUP, INC.
  
  
  
                                       By: /s/ Charles L. Dehner
                                           ------------------------------
                                           Charles L. Dehner
                                           Executive Vice President,
                                             Chief Financial Officer
  
  
  Date:  March 20, 2002
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metadata_filer: {"company-data": {"conformed-name": "NB&T FINANCIAL GROUP INC", "cik": "0000908837", "assigned-sic": "6029", "irs-number": "311004998", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23134", "film-number": "02580060"}, "business-address": {"street1": "48 NORTH SOUTH ST", "city": "WILMINGTON", "state": "OH", "zip": "45177", "phone": "9373821441"}, "mail-address": {"street1": "48 NORTH SOUTH ST", "city": "WILMINGTON", "state": "OH", "zip": "45177"}, "former-company": {"former-conformed-name": "INTERCOUNTY BANCSHARES INC", "date-changed": "19930708"}}
text: SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
  
                                  FORM 8-K
  
                               CURRENT REPORT
  
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  March 19, 2002
  
                          NB&T FINANCIAL GROUP, INC.
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
              OHIO                    0-23134              31-1004998
  ---------------------------    -------------------   --------------------
  (State or other jurisdiction  (Commission File No.) (IRS Employer I.D. No.)
       of incorporation)
  
              48 N. South Street, Wilmington, Ohio           45177
             ----------------------------------------      ----------
            (Address of principal executive offices)       (Zip Code)
  
  Registrant's telephone number, including area code:  (937) 382-1441
                                                     ------------------
  Item 4.     Changes in Registrant's Certifying Accountant.
  
       On March 19, 2002, NB&T Financial Group, Inc. ("NBTF"), with the
  approval of the Board of Directors, decided to change NBTF's independent
  public auditors from J.D. Cloud & Co. L.L.P. ("Cloud") to BKD, LLP ("BKD").
  Cloud served as NBTF's independent certified public accountants from 1982
  through the fiscal year ended December 31, 2001.  The Board of Directors'
  decision to engage BKD is based on BKD's service and commitment toward
  serving financial institutions of NBTF's size and activities.  Cloud's
  reports on the consolidated financial statements of NBTF for the past two
  years did not contain any adverse opinion or disclaimer of opinion, nor were
  they qualified or modified as to uncertainty, audit scope or accounting
  principals.  During the last two fiscal years and the interim period through
  March 19, 2002, there have not been any disagreements between NBTF and Cloud
  on any matter of accounting principles or practices, consolidated financial
  statement disclosure or audit scope or procedure.
  
       BKD, LLP, has been engaged as NBTF's independent certified public
  accountants effective March 19, 2002.  NBTF has not requested or obtained
  any advice from BKD concerning any material accounting, auditing or financial
  reporting issue regarding the application of accounting principles to a
  specified transaction or the type of audit opinion that might be rendered on
  NBTF's consolidated financial statements.
  SIGNATURES
                                 ----------
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                       NB&T FINANCIAL GROUP, INC.
  
                                       By: /s/ Charles L. Dehner
                                           ------------------------------
                                           Charles L. Dehner
                                           Executive Vice President,
                                             Chief Financial Officer
  
  Date:  March 20, 2002