UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1





(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2012

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from/to





NB&T
FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Ohio                                                           |  | 31-1004998                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                              
|48 N. South Street, Wilmington, Ohio 45177                    
|(Address of principal executive offices) (Zip Code)           

Registrants telephone number: (937) 382-1441





Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                 |  |                           |  |  
|----------------------- |  | ----------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                               |  | Accelerated Filer         |  |  ̈
|                        |  |                                                 | 
|Non-accelerated filer   |  |  ̈ (Do not check if a smaller reporting company) |  | Smaller Reporting Company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the last practicable date: As of May 1, 2012, 3,424,814 common shares were issued and
outstanding.









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EXPLANATORY NOTE

NB&T Financial Group, Inc. (the Registrant) is filing this amendment (the Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (the Form 10-Q), filed with the
U.S. Securities and Exchange Commission on May 10, 2012, solely to correct a date error on the Report of Independent Registered Public Accounting Firm and a date error on Accountants Acknowledgement. On the Report of Independent
Registered Public Accounting Firm, the date of the report was originally reported as May 9, 2012 and should have been reported as May 10, 2012. On the Accountants Acknowledgement, the date of the Acknowledgement was originally
reported as May 9, 2012 and should have been reported as May 10, 2012. In addition, within the body of the Acknowledgement, the date was reported as May XX, 2012 and should have been reported as May 10, 2012. The revised Report of
Independent Registered Public Accounting Firm and Exhibit 15, Accountants Acknowledgement, are included in this Form 10-Q/A.

This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify
or update disclosures in the original Form 10-Q.



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Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors and Stockholders

NB&T Financial Group, Inc.

Wilmington, Ohio

We have reviewed the accompanying condensed consolidated balance sheet of NB&T Financial Group, Inc. as of March 31, 2012 and the related
condensed consolidated statements of income, comprehensive income and cash flows for the three-month periods ended March 31, 2012 and 2011. These interim financial statements are the responsibility of the Companys management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited,
in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2011 and the related consolidated statements of income, stockholders equity and cash
flows for the year then ended (not presented herein); and in our report dated March 20, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 2011 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ BKD, LLP



|                
|----------------
|Cincinnati, Ohio
|May 10, 2012    



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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.                                                     
|                   |  | 
|Date: May 10, 2012 |  |  |  | /s/ Craig F. Fortin                                                            
|                   |  |  |  | Craig F. Fortin                                                                
|                   |  |  |  | Senior Vice President and Chief Financial Officer (Principal Financial Officer)



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Index to Exhibits



|               |  |                                                          |  |                  
|-------------- |  | -------------------------------------------------------- |  | -----------------
|Exhibit Number |  | Description                                              |  | Location         
|               |  |                                                         
|15             |  | Accountants acknowledgement.                            |  | Included herewith
|               |  |                                                         
|31.1           |  | Certification by CEO.                                    |  | Included herewith
|               |  |                                                         
|31.2           |  | Certification by CFO.                                    |  | Included herewith
|               |  |                                                         
|32.1           |  | Certification by CEO Pursuant to 18 U.S.C Section 1350.  |  | Included herewith
|               |  |                                                         
|32.2           |  | Certification by CFO Pursuant to 18 U.S.C. Section 1350. |  | Included herewith



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