SEC FORM 4

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

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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

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 of NBT Bancorp Inc.

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2004

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
NBT Bancorp Inc. Common Stock	08/02/2004		M		9,905	A	$14.88	31,020.953	D
NBT Bancorp Inc. Common Stock	08/02/2004		S		9,905	D	$21.75	21,115.953	D
NBT Bancorp Inc. Common Stock								11,214.876	I	401k
NBT Bancorp Inc. Common Stock								230.209	I	Custodian for Minor
NBT Bancorp Inc. Common Stock								7,435.83	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$14.88	08/02/2004		M			9,905	01/24/2001⁽¹⁾	01/24/2010	NBT Bancorp Inc. Common Stock	9,905	$0	0	D
Non-Qualified Stock Option (right to buy)	$14.3492							01/28/2003⁽¹⁾	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⁽¹⁾	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⁽²⁾	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⁽¹⁾	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⁽¹⁾	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⁽¹⁾	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⁽¹⁾	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⁽²⁾	02/11/2014	NBT Bancorp Inc. Common Stock	3,840		3,840	D

Explanation of Responses:

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

2. 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	08/03/2004
	** 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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