8-K

                                UNITED STATES
                     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



                               April 24, 2000
- ------------------------------------------------------------------------------
                    (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)



Item 5.     Other Events

    On April 24, 2000, Peoples Heritage Financial Group, Inc. released the
press release included as Exhibit 99 to this Current Report on Form 8-K.

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        Press Release, dated April 24, 2000





















                                     2

                                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 and Chief
                                               Financial Officer


Date:  April 25, 2000
































                                     3

EX-99

                                                                    EXHIBIT 99


              PEOPLES HERITAGE RECEIVES REGULATORY APPROVALS
                            FOR BANKNORTH MERGER

    Portland, Maine--April 24, 2000--Peoples Heritage Financial Group, Inc.
(NASDAQ:PHBK) announced today that it has received all regulatory approvals to
acquire Banknorth Group, Inc.  (NASDAQ:BKNG) and will finalize the acquisition
on or about May 9, 2000.

    "This is an important step in the development of our Company," said
William J. Ryan, Chairman, President and Chief Executive Officer.  "This
merger enhances our Massachusetts and New Hampshire franchises and provides us
the second largest deposit market share in Vermont to complement our leading
market shares in Maine and New Hampshire.  We also gain entry into upstate New
York."

    Following the completion of the merger, Peoples Heritage, even though it
is the surviving entity, will take on the Banknorth name at the holding
company level and its trading symbol.  The Company will continue to be
headquartered in Portland, Maine and will have total assets of approximately
$18.4 billion.

    "We believe the Banknorth name better reflects the Company we have
become with affiliate banks in all the New England states except Rhode Island
and into upstate New York," said William J. Ryan.  "We also think the
Banknorth name better reflects the commercial banking company we have become
with strong ties to our communities."

    The combined Company will operate Peoples Heritage Bank in Maine, Bank
of New Hampshire NA (including Farmington National Bank), First Massachusetts
Bank NA (including the current Family/SIS Bank), GBT in Connecticut (the
former Glastonbury Bank & Trust), a division of First Massachusetts Bank,
Evergreen Bank NA in New York, and Howard Bank NA (in combination with the
former Granite Savings Bank & Trust Co.), Franklin Lamoille Bank NA and First
Vermont Bank & Trust Co. NA in Vermont, and Stratevest NA, a specialty bank
which will handle the combined Company's trust operations.  With the exception
of Peoples Heritage Bank, a Maine-chartered bank which plans to convert to a
national bank at a later date, all of the combined company's banking
subsidiaries will be national banks when the merger closes.


    CONTACT:    Peoples Heritage Bank
                Brian Arsenault
                207 761-8517





                                     4