ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
                                    12th Floor
                               734 15th Street, N.W.
                             Washington, D.C.  20005
                             Telephone (202) 347-0300

                                             August 23, 1996

                                   VIA EDGAR



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Peoples Heritage Financial Group, Inc. (File No. 0-16947)
           Current Report on Form 8-K

Dear Sir or Madam:

Attached for filing on behalf of Peoples Heritage FinancialGroup, Inc. is a 
Current Report on Form 8-K, which is being filedpursuant to the requirements
of Regulation S-T.  Concurrently,three (3) copies of the Form 8-K, one of 
which is manually signed,are being filed with the National Association of 
Securities Dealers, Inc.

Please do not hesitate to call the undersigned if you have anyquestions 
concerning the enclosed materials.

                                             Sincerely yours,

                                             /s/ Gerard L. Hawkins

                                             Gerard L. Hawkins




GLH/drw
Enclosure
cc:   NASD/Nasdaq/Reports and Filing Section


                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549

                                FORM 8-K

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



                               August 23, 1996
                      (Date of earliest event reported)

                    Peoples Heritage Financial Group, Inc.
          (Exact name of registrant as specified in its charter)


Maine                            0-16947                 01-0437984 
(State or other jurisdiction    (Commission File     (IRS Employer
of incorporation)                    Number)       IdentificationNo.)



P.O. Box 9540, One Portland Square, Portland, Maine    04112-9540
(Address of principal executive offices)               (Zip Code)


                                (207) 761-8500
             (Registrant's telephone number, including area code)


                         Not Applicable
(Former name, former address and former fiscal year, if changedsince last 
report)





     On August 22, 1996, Peoples Heritage Financial Group, Inc.(the
"Company") issued the press release which is included asExhibit 99(a) hereto.


Item 7.     Financial Statements, Pro Forma Financial Information           
            and Exhibits

               (a)  Not applicable.

               (b)  Not applicable.

               (c)  The following exhibits are included with this              
                    Report:

                     Exhibit 99(a)    Press Release, dated 
                                      August 22, 1996



                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of1934, the 
Registrant has duly caused this report to be signed onits behalf by the 
undersigned thereunto duly authorized.

                             PEOPLES HERITAGE FINANCIAL GROUP, INC.



                             By:/s/ Peter J. Verrill               
                             Name:  Peter J. Verrill
                             Title:  Executive Vice President,
                                     Chief Operating Officer,
                                     Chief Financial Officer
                                     and Treasurer      
Date:  August 22, 1996


                                            (EXHIBIT 99(a)

                             For Immediate Release
                        For Further Information, Contact:
              Brian Arsenault, AVP, Corporate Communications
                                (207) 761-8517

Shareholders Approve Peoples' Family Acquisition Portland, Maine;August 22, 
1996.  Peoples Heritage Financial Group, Inc.(NASDAQ:PHBK) announced today
that shareholders of both companies have voted overwhelmingly to approve the
acquisition of Family Bancorp(NASDAQ:FMLY).

Peoples Heritage announced that 96% of shares voted were cast infavor of the
acquisition at a special meeting held today in Portland, Maine.  At a special
meeting of Family shareholders held today in Haverhill, Massachusetts, 98% of
shares voted and 77% ofall outstanding shares were also cast in favor of the
transaction. Under the terms of the acquisition, Family shareholders will
receive 1.26 shares of Peoples Heritage common stock for each shareof Family 
common stock.

Following regulatory approval of the transaction, expected in late
1996, Peoples Heritage will be a $5.4 billion banking and financial
services company operating in three states.  The Company's Maine
banking subsidiary, Peoples Heritage Bank, operates 65 banking offices
throughout the state and has the number two market position.  Its New
Hampshire banking subsidiary, Bank of New Hampshire, operates 45 branches
throughout the state and has the number three market position.

Family Bank operates 17 branches in northeastern Massachusetts and six
branches in southern New Hampshire.  Family has the top market position in 
most of the communities in which it has banking offices.

"Family Bank is an excellent fit with our Company," said William J.Ryan,
Peoples Heritage Chairman, President and Chief Executive Officer.  "We have
now achieved a strong northern New England banking presence that runs from 
Maine down through New Hampshire and into northeastern Massachusetts, a
region of
small cities andtowns that respond well to our style of banking."

Peoples Heritage Financial Group, Inc. is a $4.4 billion banking and financial
services holding company headquartered in Portland, Maine.  Family Bancorp is 
an $892 million holding company for Family Bank, FSB.