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

November 25, 2003

(Date of earliest event reported)

Banknorth Group, Inc.

(Exact name of registrant as specified in its charter)

Maine	001-31251	01-0437984
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

P.O. Box 9540, Two 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 changed since last report)

Item 5. Other Events and Regulation FD Disclosure

     On November 25, 2003, Banknorth Group, Inc. (“Banknorth”) and Foxborough Savings Bank announced that they had entered into an Agreement and Plan of Reorganization, dated as of November 25, 2003 (the “Agreement”), which sets forth the terms and conditions pursuant to which an interim national bank to be formed by Banknorth would consolidate with and into Foxborough Savings Bank (the “Consolidation”) following the merger of Foxborough Savings Bank with and into a newly-formed national bank, after which Foxborough Savings Bank will be merged with and into Banknorth’s banking subsidiary, Banknorth, National Association. The Agreement provides, among other things, that as a result of the Consolidation each outstanding share of common stock of Foxborough Savings Bank (subject to certain exceptions and any dissenting shares) will be converted into the right to receive $100 in cash, without interest.

     Consummation of the Consolidation is subject to a number of customary conditions, including, but not limited to, the approval of the Agreement by the shareholders of Foxborough Savings Bank and the receipt of requisite regulatory approvals.

     For additional information, reference is made to the press release, dated November 25, 2003, which is included as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

     (a)    Not applicable.

     (b)    Not applicable.

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

Exhibit No.	Description
2.1	Agreement and Plan of Reorganization, dated as of November 25, 2003, between Banknorth and Foxborough Savings Bank
10.1	Form of Shareholder Agreement between each director of Foxborough Savings Bank and Banknorth (included as Annex A to Exhibit 2.1)
99.1	Press Release, dated November 25, 2003

*      *      *

     The press release included as Exhibit 99.1 and incorporated herein by reference contains forward-looking statements with respect to the financial condition, results of operations and business of Banknorth upon consummation of the acquisition, including statements relating to: (a) the estimated cost savings and accretion to reported earnings that may be realized from the acquisition

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and (b) the merger charges expected to be incurred in connection with the acquisition. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) estimated cost savings from the acquisition cannot be fully realized within the expected time frame; (2) revenues following the acquisition are lower than expected; (3) competitive pressure among depository institutions increases significantly; (4) costs or difficulties related to the integration of the businesses of Banknorth and Foxborough Savings are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the markets in which Banknorth will be doing business, are less favorable than expected; (7) legislation or changes in regulatory requirements adversely affect the businesses in which Banknorth would be engaged; or (8) factors which would result in a condition to the acquisition not being met.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BANKNORTH GROUP, INC.
By:	/s/ Peter J. Verrill
Name: Peter J. Verrill
Title:   Senior Executive Vice President and
	Chief Operating Officer

Date: November 26, 2003

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