AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1998

                                                       REGISTRATION NO. 333-

                       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. 1993 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) 337-6000
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

      APPROXIMATE DATE OF COMMENCEMENT OF SALES PURSUANT TO THE 1993 PLAN:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
                                    <TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
---------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                        <C>    
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,
NO PAR VALUE,
$1.00 STATED VALUE         1,558,661
PER SHARE                  SHARES            $25.375                    $39,551,023              $11,668
---------------------------------------------------------------------------------------------------------------
<FN>
(1) PLUS SUCH  ADDITIONAL  NUMBER OF SHARES AS MAY BE  REQUIRED  PURSUANT TO THE
1993  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  16,  1998,  A DATE WITHIN FIVE DAYS OF THE DATE ON
WHICH THIS REGISTRATION STATEMENT WAS FILED.
</FN>
</TABLE>
          AN INDEX TO EXHIBITS IS INCLUDED ON PAGE 7 OF THIS FORM S-8.
<PAGE>
PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Pursuant to the instructions for 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 employees 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, 1997.

         (b)      Bancorp's  Proxy  Statement  dated  March  17,  1998  for  the
                  Stockholders'  Annual  Meeting held on April 18,  1998,  filed
                  pursuant to Section 14 of the Exchange Act.

         (c)      Bancorp's  Quarterly  Reports  on Form  10-Q for the  quarters
                  ended March 31, 1998, June 30, 1998, and September 30, 1998.

         (d)      The  description of Bancorp's  Common Stock as set forth under
                  the caption  "DESCRIPTION  OF NBT BANCORP INC.  CAPITAL STOCK"
                  presented in Part I of this Form S-8 Registration Statement.

         Bancorp additionally  incorporates by reference herein all documents to
be  subsequently  filed by Bancorp  pursuant to Sections  13, 14 or 15(d) of the
Exchange Act, 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 part hereof
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
herein.  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.

ITEM 5 -- INTERESTS OF NAMED EXPERTS AND COUNSEL

         This Item is omitted because it is not applicable.

ITEM 6 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

         Bancorp's Certificate of Incorporation also 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,  with  certain
exceptions.
                                      -2-
<PAGE>
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 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.

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 Exchange  Act) 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 forgoing 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.
                                      -3-
<PAGE>
                                   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 seventeenth day of
November, 1998.

                                           NBT BANCORP INC.


                                           By: /S/JOE C. MINOR
                                               ----------------------
                                               Joe C. Minor
                                               Chief Financial Officer and
                                               Treasurer

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.
<TABLE>
<CAPTION>
<S>                                         <C>                                         <C> 
SIGNATURE                                   TITLE                                       DATE
-----------                                 ----------                                  --------

DARYL R. FORSYTHE                           President, Chief Executive Officer          November 17, 1998
------------------------------------        and Director
Daryl R. Forsythe


JOE C. MINOR                                Chief Financial Officer, Principal          November 17, 1998
------------------------------------        Accounting Officer and Treasurer
Joe C. Minor

EVERETT A. GILMOUR                          Director                                    November 17, 1998
------------------------------------
Everett A. Gilmour

PETER B. GREGORY                            Director                                    November 17, 1998
------------------------------------
Peter B. Gregory

PAUL O. STILLMAN                            Director                                    November 17, 1998
------------------------------------
Paul O. Stillman

ANDREW S. KOWALCZYK, JR.                    Director                                    November 17, 1998
------------------------------------
Andrew S. Kowalczyk, Jr.

JOHN C. MITCHELL                            Director                                    November 17, 1998
------------------------------------
John C. Mitchell
</TABLE>
By: /s/JOE C. MINOR
    -------------------
    Joe C. Minor
    Attorney-In-Fact
                                      -4-
<PAGE>
                                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.
<TABLE>
<CAPTION>
Exhibit
NUMBER
<S>          <C>
4.1          * Certificate of Incorporation of NBT BANCORP INC., as Amended
               through April 18, 1998.
             Form 10-Q for the quarter ended March 31, 1998, filed May 15, 1998,
               File No. 0-14703.  Exhibit 10.3

4.2          * By-Laws of NBT BANCORP INC., as Amended and Restated through
               November 15, 1994.
             Form 10-K for the year ended December 31, 1994, filed March 31,
               1995, File No. 0-14703.  Exhibit 3.3

4.3          * NBT BANCORP INC. 1993 Stock Option Plan
             Proxy Statement dated March 17, 1998 for the Annual Meeting
               held April 18, 1998, filed March 2, 1998.  File No. 0-14703.
               Annex A.

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 Peat Marwick LLP, independent certified public
               accountants.

24.1         Power of Attorney
</TABLE>
                                      -5-
<PAGE>
                                 EXHIBIT NO. 5.1

              OPINION AND CONSENT OF DUANE, MORRIS & HECKSCHER LLP

<PAGE>
                         DUANE, MORRIS & HECKSCHER LLP

                                ATTORNEYS AT LAW

                               ONE LIBERTY PLACE
                          PHILADELPHIA, PA 19103-7396
                                 (215) 979-1000

                                      FAX
                                 (215) 979-1020
     ONE LIBERTY PLACE                                  380 LEXINGTON AVENUE
PHILADELPHIA, PA 19103-7396                              NEW YORK, NY 10168

305 NORTH FRONT STREET, 5TH FLOOR                 1201 MARKET STREET, SUITE 1500
   HARRISBURG, PA 17108-1003                         WILMINGTON, DE 19801-0195

735 CHESTERBROOK BOULEVARD                              314 S. STATE STREET
  WAYNE, PA 19087-5638                                    DOVER, DE 19901

968 POSTAL ROAD, SUITE 200                        51 HADDONFIELD ROAD, SUITE 340
 ALLENTOWN, PA 18109-0400                           CHERRY HILL, NJ 08002-4810 

ONE GATEWAY CENTER, SUITE 1210                     249 ROYAL PALM WAY, SUITE 403
     NEWARK, NJ 07102                                   PALM BEACH, FL 33480   
 
                                                    600 TRAVIS, SUITE 6500
                                                        HOUSTON, TX 77002
                               November 16, 1998

LAURENCE S. LESE
DIRECT DIAL:(202) 776-7815
E-MAIL: lese@duanemorris.com

NBT Bancorp Inc.
52 South Broad Street
Norwich, New York  13815

Gentlemen:

         We have acted as special  counsel to NBT Bancorp Inc. (the  "Company"),
in connection  with the  preparation and filing with the Securities and Exchange
Commission  under the  Securities  Act of 1933,  as amended,  of a  registration
statement on Form S-8 (the "Registration  Statement")  relative to the offer and
sale by the Company of up to 1,558,661 shares (the "Shares") of common stock, no
par value,  stated  value  $1.00 per share  ("Common  Stock"),  pursuant  to the
Company's 1993 Stock Option Plan, as amended (the "Plan").

         As special  counsel to the  Company,  we have  examined and relied upon
originals or copies, authenticated or certified to our satisfaction, of all such
corporate  records of the Company,  including the  resolutions  of the Company's
board  of  directors   and  other   records   relating  to  the   authorization,
registration, sale, and issuance of the Shares, communications or certifications
of public officials,  certificates of officers, directors and representatives of
the Company and such other documents as we have deemed relevant and necessary as
the basis of the opinions expressed herein. In making such examination,  we have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
tendered to us as originals,  and the  conformity  to original  documents of all
documents submitted to us as certified or photostatic copies.

         Based upon the  foregoing,  we are of the opinion that the Shares to be
issued by the Company as described in the Registration Statement, when issued in
accordance  with the terms and conditions of the Plan,  will be legally  issued,
fully paid, and non-assessable.

         We hereby  consent  to the  reference  to this firm  under the  caption
"Legal  Opinion" in the  prospectus  portion of the  Registration  Statement and
further consent to the filing of this opinion as an exhibit to the  Registration
Statement and any amendment thereto.

                                                Sincerely,

                                                DUANE, MORRIS & HECKSCHER LLP

                                               /s/ Duane, Morris & Heckscher LLP
<PAGE>
                                EXHIBIT NO. 23.2

                        CONSENT OF KPMG PEAT MARWICK LLP
<PAGE>
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


The Board of Directors
NBT Bancorp Inc.:

         We consent to incorporation by reference in the registration  statement
on Form S-8 for the registration of shares under the NBT Bancorp Inc. 1993 Stock
Option  Plan of our  audit  report  dated  January  15,  1998,  relating  to the
consolidated  balance  sheets of NBT Bancorp Inc. and  subsidiary as of December
31,  1997  and  1996,  and  the  related  consolidated   statements  of  income,
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended  December  31, 1997 which  report  appears in the December 31, 1997
Annual  Report on Form 10-K of NBT Bancorp Inc. and to the reference to our firm
under the heading "Experts" in the Prospectus.



                                                      /s/  KPMG Peat Marwick LLP

Syracuse, New York
November 18, 1998
<PAGE>
                                  EXHIBIT 24.1

                                POWER OF ATTORNEY
<PAGE>
                                POWER OF ATTORNEY

         KNOW  all men by these  presents,  that the  undersigned  officers  and
directors of NBT BANCORP INC., in the capacities and dates(s)  indicated  below,
do hereby  constitute  and appoint Daryl R. Forsythe and Joe C. Minor and either
of them, the lawful  attorneys and agents or attorney and agent,  with power and
authority  to do any  and  all  acts  and  things  and to  execute  any  and all
instruments which said attorneys and agents, and any one of them,  determine may
be  necessary or advisable or required to enable NBT BANCORP INC. to comply with
the Securities Act of 1933, as amended, and rules or regulations or requirements
of the Securities and Exchange  Commission in connection with this  Registration
Statement  on  Form  S-8 for  the  NBT  BANCORP  INC.  1993  Stock  Option  Plan
("Registration  Statement").  Without  limiting the  generality of the foregoing
power and authority,  the power granted includes the power and authority to sign
the names of the undersigned  officers and directors in the capacities indicated
below to this Registration Statement, to any and all post-effective  amendments,
and supplements to this Registration Statement and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereto,  and each of the undersigned hereby ratifies
and confirms all that said attorneys, agents or any of them shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated opposite his or her name.
<TABLE>
<CAPTION>
<S>                              <C>                                        <C>
SIGNATURE                        TITLE                                      DATE
/s/DARYL R. FORSYTHE             President, Chief Executive Officer         November 17, 1998
Daryl R. Forsythe                and Director

/s/JOE C. MINOR                  Chief Financial Officer, Principal         November 17, 1998
Joe C. Minor                     Accounting Officer, and Treasurer

/s/EVERETT A. GILMOUR            Director                                   November 17, 1998
Everett A. Gilmour

/s/PETER B. GREGORY              Director                                   November 17, 1998
Peter B. Gregory

/s/PAUL O. STILLMAN              Director                                   November 17, 1998
Paul O. Stillman

/s/ANDREW S. KOWALCZYK, JR.      Director                                   November 17, 1998
Andrew S. Kowalczyk, Jr.

/s/JOHN C. MITCHELL              Director                                   November 17, 1998
John C. Mitchell
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "NBT BANCORP INC. 1993 STOCK OPTION PLAN", "secsgml_size_bytes": 22436}]
{"company-data": {"conformed-name": "NBT BANCORP INC", "cik": "0000790359", "assigned-sic": "6021", "irs-number": "161268674", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67615", "film-number": "98755911"}, "business-address": {"street1": "52 S BROAD ST", "city": "NORWICH", "state": "NY", "zip": "13815", "phone": "6073376000"}, "mail-address": {"street1": "52 S. BROAD STREET", "city": "NORWICH", "state": "NY", "zip": "13815"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1998

                                                       REGISTRATION NO. 333-

                       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. 1993 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) 337-6000
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

      APPROXIMATE DATE OF COMMENCEMENT OF SALES PURSUANT TO THE 1993 PLAN:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
                                    
                         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,
NO PAR VALUE,
$1.00 STATED VALUE         1,558,661
PER SHARE                  SHARES            $25.375                    $39,551,023              $11,668
---------------------------------------------------------------------------------------------------------------
(1) PLUS SUCH  ADDITIONAL  NUMBER OF SHARES AS MAY BE  REQUIRED  PURSUANT TO THE
1993  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  16,  1998,  A DATE WITHIN FIVE DAYS OF THE DATE ON
WHICH THIS REGISTRATION STATEMENT WAS FILED.
AN INDEX TO EXHIBITS IS INCLUDED ON PAGE 7 OF THIS FORM S-8.
PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Pursuant to the instructions for 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 employees 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, 1997.

         (b)      Bancorp's  Proxy  Statement  dated  March  17,  1998  for  the
                  Stockholders'  Annual  Meeting held on April 18,  1998,  filed
                  pursuant to Section 14 of the Exchange Act.

         (c)      Bancorp's  Quarterly  Reports  on Form  10-Q for the  quarters
                  ended March 31, 1998, June 30, 1998, and September 30, 1998.

         (d)      The  description of Bancorp's  Common Stock as set forth under
                  the caption  "DESCRIPTION  OF NBT BANCORP INC.  CAPITAL STOCK"
                  presented in Part I of this Form S-8 Registration Statement.

         Bancorp additionally  incorporates by reference herein all documents to
be  subsequently  filed by Bancorp  pursuant to Sections  13, 14 or 15(d) of the
Exchange Act, 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 part hereof
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
herein.  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.

ITEM 5 -- INTERESTS OF NAMED EXPERTS AND COUNSEL

         This Item is omitted because it is not applicable.

ITEM 6 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

         Bancorp's Certificate of Incorporation also 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,  with  certain
exceptions.
                                      -2-
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 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.

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 Exchange  Act) 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 forgoing 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.
                                      -3-
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 seventeenth day of
November, 1998.

                                           NBT BANCORP INC.

                                           By: /S/JOE C. MINOR
                                               ----------------------
                                               Joe C. Minor
                                               Chief Financial Officer and
                                               Treasurer

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
-----------                                 ----------                                  --------

DARYL R. FORSYTHE                           President, Chief Executive Officer          November 17, 1998
------------------------------------        and Director
Daryl R. Forsythe

JOE C. MINOR                                Chief Financial Officer, Principal          November 17, 1998
------------------------------------        Accounting Officer and Treasurer
Joe C. Minor

EVERETT A. GILMOUR                          Director                                    November 17, 1998
------------------------------------
Everett A. Gilmour

PETER B. GREGORY                            Director                                    November 17, 1998
------------------------------------
Peter B. Gregory

PAUL O. STILLMAN                            Director                                    November 17, 1998
------------------------------------
Paul O. Stillman

ANDREW S. KOWALCZYK, JR.                    Director                                    November 17, 1998
------------------------------------
Andrew S. Kowalczyk, Jr.

JOHN C. MITCHELL                            Director                                    November 17, 1998
------------------------------------
John C. Mitchell
By: /s/JOE C. MINOR
    -------------------
    Joe C. Minor
    Attorney-In-Fact
                                      -4-
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
4.1          * Certificate of Incorporation of NBT BANCORP INC., as Amended
               through April 18, 1998.
             Form 10-Q for the quarter ended March 31, 1998, filed May 15, 1998,
               File No. 0-14703.  Exhibit 10.3

4.2          * By-Laws of NBT BANCORP INC., as Amended and Restated through
               November 15, 1994.
             Form 10-K for the year ended December 31, 1994, filed March 31,
               1995, File No. 0-14703.  Exhibit 3.3

4.3          * NBT BANCORP INC. 1993 Stock Option Plan
             Proxy Statement dated March 17, 1998 for the Annual Meeting
               held April 18, 1998, filed March 2, 1998.  File No. 0-14703.
               Annex A.

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 Peat Marwick LLP, independent certified public
               accountants.

24.1         Power of Attorney
-5-
EXHIBIT NO. 5.1

              OPINION AND CONSENT OF DUANE, MORRIS & HECKSCHER LLP
DUANE, MORRIS & HECKSCHER LLP

                                ATTORNEYS AT LAW

                               ONE LIBERTY PLACE
                          PHILADELPHIA, PA 19103-7396
                                 (215) 979-1000

                                      FAX
                                 (215) 979-1020
     ONE LIBERTY PLACE                                  380 LEXINGTON AVENUE
PHILADELPHIA, PA 19103-7396                              NEW YORK, NY 10168

305 NORTH FRONT STREET, 5TH FLOOR                 1201 MARKET STREET, SUITE 1500
   HARRISBURG, PA 17108-1003                         WILMINGTON, DE 19801-0195

735 CHESTERBROOK BOULEVARD                              314 S. STATE STREET
  WAYNE, PA 19087-5638                                    DOVER, DE 19901

968 POSTAL ROAD, SUITE 200                        51 HADDONFIELD ROAD, SUITE 340
 ALLENTOWN, PA 18109-0400                           CHERRY HILL, NJ 08002-4810 

ONE GATEWAY CENTER, SUITE 1210                     249 ROYAL PALM WAY, SUITE 403
     NEWARK, NJ 07102                                   PALM BEACH, FL 33480   
 
                                                    600 TRAVIS, SUITE 6500
                                                        HOUSTON, TX 77002
                               November 16, 1998

LAURENCE S. LESE
DIRECT DIAL:(202) 776-7815
E-MAIL: lese@duanemorris.com

NBT Bancorp Inc.
52 South Broad Street
Norwich, New York  13815

Gentlemen:

         We have acted as special  counsel to NBT Bancorp Inc. (the  "Company"),
in connection  with the  preparation and filing with the Securities and Exchange
Commission  under the  Securities  Act of 1933,  as amended,  of a  registration
statement on Form S-8 (the "Registration  Statement")  relative to the offer and
sale by the Company of up to 1,558,661 shares (the "Shares") of common stock, no
par value,  stated  value  $1.00 per share  ("Common  Stock"),  pursuant  to the
Company's 1993 Stock Option Plan, as amended (the "Plan").

         As special  counsel to the  Company,  we have  examined and relied upon
originals or copies, authenticated or certified to our satisfaction, of all such
corporate  records of the Company,  including the  resolutions  of the Company's
board  of  directors   and  other   records   relating  to  the   authorization,
registration, sale, and issuance of the Shares, communications or certifications
of public officials,  certificates of officers, directors and representatives of
the Company and such other documents as we have deemed relevant and necessary as
the basis of the opinions expressed herein. In making such examination,  we have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
tendered to us as originals,  and the  conformity  to original  documents of all
documents submitted to us as certified or photostatic copies.

         Based upon the  foregoing,  we are of the opinion that the Shares to be
issued by the Company as described in the Registration Statement, when issued in
accordance  with the terms and conditions of the Plan,  will be legally  issued,
fully paid, and non-assessable.

         We hereby  consent  to the  reference  to this firm  under the  caption
"Legal  Opinion" in the  prospectus  portion of the  Registration  Statement and
further consent to the filing of this opinion as an exhibit to the  Registration
Statement and any amendment thereto.

                                                Sincerely,

                                                DUANE, MORRIS & HECKSCHER LLP

                                               /s/ Duane, Morris & Heckscher LLP
EXHIBIT NO. 23.2

                        CONSENT OF KPMG PEAT MARWICK LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
NBT Bancorp Inc.:

         We consent to incorporation by reference in the registration  statement
on Form S-8 for the registration of shares under the NBT Bancorp Inc. 1993 Stock
Option  Plan of our  audit  report  dated  January  15,  1998,  relating  to the
consolidated  balance  sheets of NBT Bancorp Inc. and  subsidiary as of December
31,  1997  and  1996,  and  the  related  consolidated   statements  of  income,
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended  December  31, 1997 which  report  appears in the December 31, 1997
Annual  Report on Form 10-K of NBT Bancorp Inc. and to the reference to our firm
under the heading "Experts" in the Prospectus.

                                                      /s/  KPMG Peat Marwick LLP

Syracuse, New York
November 18, 1998
EXHIBIT 24.1

                                POWER OF ATTORNEY
POWER OF ATTORNEY

         KNOW  all men by these  presents,  that the  undersigned  officers  and
directors of NBT BANCORP INC., in the capacities and dates(s)  indicated  below,
do hereby  constitute  and appoint Daryl R. Forsythe and Joe C. Minor and either
of them, the lawful  attorneys and agents or attorney and agent,  with power and
authority  to do any  and  all  acts  and  things  and to  execute  any  and all
instruments which said attorneys and agents, and any one of them,  determine may
be  necessary or advisable or required to enable NBT BANCORP INC. to comply with
the Securities Act of 1933, as amended, and rules or regulations or requirements
of the Securities and Exchange  Commission in connection with this  Registration
Statement  on  Form  S-8 for  the  NBT  BANCORP  INC.  1993  Stock  Option  Plan
("Registration  Statement").  Without  limiting the  generality of the foregoing
power and authority,  the power granted includes the power and authority to sign
the names of the undersigned  officers and directors in the capacities indicated
below to this Registration Statement, to any and all post-effective  amendments,
and supplements to this Registration Statement and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereto,  and each of the undersigned hereby ratifies
and confirms all that said attorneys, agents or any of them shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated opposite his or her name.
SIGNATURE                        TITLE                                      DATE
/s/DARYL R. FORSYTHE             President, Chief Executive Officer         November 17, 1998
Daryl R. Forsythe                and Director

/s/JOE C. MINOR                  Chief Financial Officer, Principal         November 17, 1998
Joe C. Minor                     Accounting Officer, and Treasurer

/s/EVERETT A. GILMOUR            Director                                   November 17, 1998
Everett A. Gilmour

/s/PETER B. GREGORY              Director                                   November 17, 1998
Peter B. Gregory

/s/PAUL O. STILLMAN              Director                                   November 17, 1998
Paul O. Stillman

/s/ANDREW S. KOWALCZYK, JR.      Director                                   November 17, 1998
Andrew S. Kowalczyk, Jr.

/s/JOHN C. MITCHELL              Director                                   November 17, 1998
John C. Mitchell