8-K

               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



                           January 29, 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       (Commission File Number)         (IRS Employer
jurisdiction                                           Identification No.) 
of incorporation)                                    



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)












ITEM 5.   OTHER EVENTS

     On January 29, 1997, Peoples Heritage Financial Group, Inc. issued the
press release which is included as Exhibit 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 January 29, 1997















































                            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:  January 29, 1997

EX-99

PEOPLES HERITAGE FINANCIAL GROUP, INC.               NEWS RELEASE



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



Peoples Heritage Announces Sale of $100 Million of 9.06% Capital Securities


     Portland, Maine, January 29, 1997 -- Peoples Heritage Financial 
Group, Inc. (NASDAQ:PHBK) announced today the private sale of $100 million 
of 9.06% Capital Securities to be issued by Peoples Heritage Capital Trust 
I, a statutory business trust sponsored by Peoples Heritage.  The Trust
recently was created under Delaware law solely to facilitate the issuance
of the Capital Securities, loan the proceeds from the issuance of the
Capital Securities to Peoples Heritage and engage in associated incidental
activities.

     The proceeds from the sale of the Capital Securities will be used 
by the Trust to purchase from Peoples Heritage 9.06% Junior Subordinated
Debentures due February 1, 2027.  Peoples Heritage intends to use the 
proceeds from the issuance of the Junior Subordinated Debentures for general 
corporate purposes.  The proceeds from the sale of the Capital Securities 
will qualify as Tier 1 capital under the capital guidelines of the Federal 
Reserve Board.

     The Capital Securities of the Trust have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements.