SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
NBT Bancorp Inc. Common Stock	12/31/2004		J	410.576	A	$0(1)	21,526.529	D
NBT Bancorp Inc. Common Stock	12/31/2004		J	1,246.907	A	$0(2)	12,461.783	I	401k
NBT Bancorp Inc. Common Stock	12/31/2004		J	7.394	A	$0(1)	237.603	I	Custodian for Minor
NBT Bancorp Inc. Common Stock	12/31/2004		J	237.313	A	$0(3)	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$14.3492						01/28/2003(4)	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(4)	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(5)	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(4)	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(4)	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(4)	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(4)	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(5)	02/11/2014	NBT Bancorp Inc. Common Stock	3,840		3,840	D

Explanation of Responses:

1. Shares acquired under NBT Bancorp Dividend Reinvestment Plan during period of January 1, 2004 to December 31, 2004 at prices ranging from $21.9771 to $26.4761 per share.

2. Shares were purchased from 1/1/2004 through 12/31/2004 through NBT Bancorp Inc. 401k Plan.

3. Shares were purchased from 1/1/2004 through 12/31/2004 through NBT Bancorp Inc. ESOP Plan.

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

5. 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	02/07/2005
	** 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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