8-K

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                       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



                                October 1, 1997
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                       (Date of earliest event reported)


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


Maine                                   0-16947                  01-0437984
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(State or other jurisdiction    (Commission File Number)         (IRS Employer
of incorporation)                                            Identification No.)



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


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


                                Not Applicable
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 (Former name, former address and former fiscal year, if changed since last
                                   report)
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ITEM 5.   OTHER EVENTS

     On October 1, 1997, Peoples Heritage Financial Group, Inc. ("PHFG") issued
the press release included as Exhibit 99(a) hereto, which announced the
consummation of PHFG's acquisition of Atlantic Bancorp and the merger of
Atlantic Bank National Association, Atlantic Bancorp's wholly-owned subsidiary,
with and into Peoples Heritage Bank immediately following the consummation of
such acquisition.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  The following exhibit is included with this Report:

          Exhibit 99(a)  Press Release, dated October 1, 1997





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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.

                        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:  October 1, 1997





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EX-99.A

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                                                                   EXHIBIT 99(a)

                     PEOPLES HERITAGE FINANCIAL GROUP, INC.
                                  NEWS RELEASE

                             ----------------------

                             FOR IMMEDIATE RELEASE
                       FOR FURTHER INFORMATION, CONTACT:
           BRIAN ARSENAULT, VICE PRESIDENT, CORPORATE COMMUNICATIONS
                                 (207) 761-8517


           PEOPLES HERITAGE COMPLETES ACQUISITION OF ATLANTIC BANCORP


     Portland, Maine, October 1, 1997 -- Peoples Heritage Financial Group, Inc.
(NASDAQ:PHBK) has announced that it finalized the acquisition of Atlantic
Bancorp today.  Total assets at Peoples Heritage, headquartered in Portland,
Maine with banking affiliates in Maine, New Hampshire and northern
Massachusetts, now exceed $6 billion.  Atlantic Bancorp, also headquartered in
Portland, was the $470.2 million parent company of Atlantic Bank N.A.
Immediately following the acquisition, Atlantic Bank N.A. was merged into
Peoples Heritage Bank, Peoples Heritage's Maine-based banking subsidiary.

     "Atlantic Bank has had a community focus which fits well with our approach
to banking," said William J. Ryan, chairman, president and chief executive
officer of Peoples Heritage.  "We believe this will be a comfortable transition
for Atlantic's customers and a meaningful addition to our Maine banking
franchise."

     The acquisition is for cash and is being accounted for as a purchase,
Peoples Heritage is paying $17 per share of Atlantic common stock and common
stock equivalents for a total of $70.8 million.  The purchase price is
equivalent to 1.6 times Atlantic's book value at March 31, 1997 and represents
a deposit premium of 10.7 percent.

     Peoples Heritage Bank is the Maine banking affiliate of Peoples Heritage
Financial Group, with the state's second largest market share and 72 banking
centers.  The Company also owns Bank of New Hampshire, which enjoys the third
largest deposit share in New Hampshire and operates 45 banking offices, and
Family Bank, which operates 18 banking centers in northern Massachusetts and
five in southern New Hampshire.