From: Michael Chewens [MChewens@nbtbci.com]
Sent: Tuesday, February 04, 2003 4:57 PM
To: rulecomments@sec.gov
Subject: File No. S7-50-02 Proposed amendments to Rule 10b-18


To Whom It May Concern:

I am the Chief Financial Officer of NBT Bancorp Inc, (nbtb).  I have
never written to the SEC with my opinion on any subject before. 
However, as I continue to read about proposed amendments to Rule 10b-18
I am deeply concerned of the impact of the proposed changes on smaller
companies like ourselves ($600 million in market cap).

An important part of our financial strategy going forward is to reduce
the number of NBTB outstanding shares.    By eliminating the block
exception to the current buyback limitations we are posed with two
significant problems.  First, given our normal volumes, including our
very limited block trades, the 20 day average will limit our ability to
make any significant purchases over a realistic time frame.  Second,
knowing that we are a buyer from time to time, who in essence will now
be taken out of the market place for large purchases, will scare off or
keep away potential large investors who will fear that we do not have
enough liquidity or other institutional investors to allow for an
orderly exit strategy out of our stock.  There could also be a whole new
level of price volatility added to our stock.  The SEC's contention that
we might somehow be helped or that the damage be limited by allowing
block purchases to be counted towards the average is not true for our
stock given the infrequency to which our stock is traded in blocks
outside of our own buy backs.  

As for the proposed disclosure requirement, I believe if you require
that Companies publicly announce any Board approved buy back program, 
including all of the parameters to which the Board approved it, then any
further disclosure of the actual repurchase transactions occurring more
frequently than quarterly would be overkill.  Certainly to have to
disclose every transaction would be an unnecessary burden.

No one is going to feel safe trading outside of the current safe harbor
rules so perhaps granting some relief for small to mid size cap
companies would be in order.

Please let me know if I am unclear.  I would be happy to discuss this
at any time.  I can be reached at 607-337-6520.

Sincerely,

Michael J Chewens
Senior Executive Vice President
Chief Financial Officer
Corporate Secretary


NBT Bancorp Inc
52 S Broad Street
Norwich, New York 13815