8-K

   1

                       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 10, 1997
- --------------------------------------------------------------------------------
                       (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 Number)           (IRS Employer
of incorporation)                                            Identification No.)



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 changed since last
                                    report)
   2
ITEM 5.  OTHER EVENTS

         On October 10, 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 MPN Holdings, which is held indirectly by
PHFG as a subsidiary of Peoples Heritage Bank, PHFG's Maine-based banking
subsidiary.

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 10, 1997





                                       2
   3
                                   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 10, 1997






                                       3

EX-99.A

   1

                                                                   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 MORSE, PAYSON & NOYES INSURANCE

         Portland, Maine, October 10, 1997 -- Peoples Heritage Financial Group,
Inc. (NASDAQ:PHBK) announced today that it has completed the acquisition of
Morse, Payson & Noyes Insurance, Maine's largest insurance broker and one of
the 60 largest privately owned insurance companies in the country.

         Morse, Payson & Noyes Insurance, with $125 million in policy premiums
and 145 employees, will be operated as an independent wholly-owned subsidiary
of Peoples' lead bank, Peoples Heritage Bank.  The insurance firm's management
team and sales, service and support staff will remain in place.

         "We view an entry into the insurance business as a critical step in
maintaining our position has a highly competitive provider of financial
services," said William J. Ryan, Peoples' chairman, president and chief
executive officer.  He said he expected Peoples to eventually expand its
insurance operations through the acquisition of other insurance agencies
through Morse, Payson & Noyes.

         James J. Kilbride, chairman and chief executive officer of Morse,
Payson & Noyes, said that the strength of his company's product offerings and
its insurance professionals "will combine with the bank's strong and extensive
distribution system to give us an even stronger hand in our competitive
business."

         The insurance products offered by Morse, Payson & Noyes include
individual property and casualty insurance, including home, auto and personal
property; commercial property and casualty insurance; employee benefit
insurance; and life, disability and long-term care coverage.  It is the 
largest personal insurance agency in Maine and one of the 25 largest in the 
country.

         Peoples Heritage Financial Group is a $6 billion multi-bank and
financial services holding company headquartered in Portland, Maine.  In
addition to Peoples Heritage Bank, with 72 banking offices throughout Maine,
the company has two other banking subsidiaries:  Bank of New Hampshire with 46
banking offices throughout New Hampshire, and Family Bank, with 18 branches in
northern Massachusetts and four in southern New Hampshire.