Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
DIETRICH MARTIN A
 2. Issuer Name and Ticker or Trading Symbol
NBT BANCORP INC [NBTB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President/CEO NBT Bancorp
(Last)
(First)
(Middle)

52 SOUTH BROAD STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


NORWICH, NY 13815		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 12/31/2008   J 429.083 A $ 0 (1) 52,145.384 D  
NBT Bancorp Inc. Common Stock 12/31/2008   J 765.098 A $ 0 (2) 15,294.868 I 401k
NBT Bancorp Inc. Common Stock 12/31/2008   J 345.529 A $ 0 (3) 9,057.456 I NBT Bancorp ESOP
NBT Bancorp Inc. Common Stock             755 I Custodian for Minor
NBT Bancorp Inc. Common Stock             6,000 I by Mother
NBT Bancorp Inc. Common Stock             848 I by Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: 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 01/28/2012 NBT Bancorp Inc. Common Stock
30,000
  30,000
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) $ 20.3617           01/15/2009(4) 01/15/2018 NBT Bancorp Inc. Common Stock
25,000
  25,000
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
 
Non-Qualified Stock Option (right to buy) $ 22.352           01/01/2007(4) 01/01/2016 NBT Bancorp Inc. Common Stock
30,000
  30,000
D
 
Non-Qualified Stock Option (right to buy) $ 23.2708           01/20/2006(4) 01/20/2015 NBT Bancorp Inc. Common Stock
22,423
  22,423
D
 
Non-Qualified Stock Option (right to buy) $ 24.4458           08/01/2007(5) 08/01/2015 NBT Bancorp Inc. Common Stock
6,470
  6,470
D
 
Non-Qualified Stock Option (right to buy) $ 24.5692           12/27/2009(5) 12/27/2017 NBT Bancorp Inc. Common Stock
12,641
  12,641
D
 
Non-Qualified Stock Option (right to buy) $ 25.762           01/01/2008(4) 01/01/2017 NBT Bancorp Inc. Common Stock
28,000
  28,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DIETRICH MARTIN A
52 SOUTH BROAD STREET
NORWICH, NY 13815		   X     President/CEO NBT Bancorp  

Signatures

By: Michael J. Chewens, Power of Attorney For: Martin A Dietrich 01/26/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares acquired under NBT Bancorp Dividend Reinvestment Plan during period of January 1, 2008 to December 31, 2008 at prices ranging from $21.1468 to $26.8782 per share.
(2) Shares were purchased from 1/1/2008 through 12/31/2008 through NBT Bancorp Inc. 401k Plan.
(3) Shares were purchased from 1/1/2008 through 12/31/2008 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.

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