SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DIETRICH MARTIN A (Last) (First) (Middle) 52 SOUTH BROAD STREET (Street) NORWICH NY 13815 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NBT BANCORP INC [ NBTB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President NBT Bancorp
	3. Date of Earliest Transaction (Month/Day/Year) 01/24/2005
	4. If Amendment, Date of 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

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	01/24/2005		A		5,250	A	$0(1)	26,776.529	D
NBT Bancorp Inc. Common Stock								12,461.783	I	401k
NBT Bancorp Inc. Common Stock								237.603	I	Custodian for Minor
NBT Bancorp Inc. Common Stock								7,673.143	I	NBT Bancorp ESOP
NBT Bancorp Inc. Common Stock								7,000	I	by Mother
NBT Bancorp Inc. Common Stock								848	I	by Spouse

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 Securities Underlying Derivative Security (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: 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)	$23.2708	01/24/2005		A		22,423		01/20/2006(2)	01/20/2015	NBT Bancorp Inc. Common Stock	22,423	$0	22,423	D
Non-Qualified Stock Option (right to buy)	$14.3492							01/28/2003(2)	01/28/2012	NBT Bancorp Inc. Common Stock	36,200		36,200	D
Non-Qualified Stock Option (right to buy)	$16.0625							01/22/2002(2)	01/22/2011	NBT Bancorp Inc. Common Stock	38,900		38,900	D
Non-Qualified Stock Option (right to buy)	$16.227							08/03/2003(3)	08/03/2011	NBT Bancorp Inc. Common Stock	4,346		4,346	D
Non-Qualified Stock Option (right to buy)	$17.538							01/01/2004(2)	01/01/2013	NBT Bancorp Inc. Common Stock	24,000		24,000	D
Non-Qualified Stock Option (right to buy)	$18.1632							01/27/1999(2)	01/27/2008	NBT Bancorp Inc. Common Stock	12,641.99		12,641.99	D
Non-Qualified Stock Option (right to buy)	$20.5952							01/26/2000(2)	01/26/2009	NBT Bancorp Inc. Common Stock	15,540		15,540	D
Non-Qualified Stock Option (right to buy)	$22.1715							01/01/2005(2)	01/01/2014	NBT Bancorp Inc. Common Stock	21,311		21,311	D
Non-Qualified Stock Option (right to buy)	$22.205							02/11/2006(3)	02/11/2014	NBT Bancorp Inc. Common Stock	3,840		3,840	D

Explanation of Responses:

1. Acquired pursuant to the formula provisions of the NBT Bancorp Inc. Performance Share Plan pursuant to which each member of a select group of Management is entitled to receive an award based on Company performance goals in the form of restricted shares of the Company's common stock that vests three years following the end of a performance period.

2. Pursuant to NBT Bancorp Inc. 1993 Stock Option Plan grant vests 40% for first year, 20% annually for following years.

3. Pursuant to NBT Bancorp Inc. 1993 Stock Option Plan reload grant vests 100% two years after date of its grant.

	By: Michael J. Chewens, Power of Attorney For: Martin A Dietrich	01/26/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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