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




                            October 31, 2001
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(Date of earliest event reported)


                          Banknorth 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, Two Portland Square, Portland,                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)




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(Former name, former address and former fiscal year, if changed since
last report)



Item 5.   Other Events.

     As of the end of the day on October 31, 2001, following
receipt of all required regulatory and stockholder approvals,
Banknorth Group, Inc. ("Banknorth") completed the acquisition of
Andover Bancorp, Inc. ("Andover") pursuant to an Agreement and
Plan of Merger, dated as of June 11, 2001, between Banknorth and
Andover.  The acquisition was effected by means of the merger of
Andover with and into Banknorth (the "Merger").  Upon
consummation of the Merger, each share of common stock, $0.10 par
value per share, of Andover outstanding immediately prior thereto
was converted into the right to receive 2.27 shares of common
stock, $0.01 par value per share, of Banknorth, and accompanying
rights under Banknorth's Shareholder Rights Plan.

     As of the end of the day on October 31, 2001, following
receipt of all required regulatory and stockholder approvals,
Banknorth also completed the acquisition of MetroWest Bank
("MetroWest") pursuant to an Amended and Restated Agreement and
Plan of Reorganization, dated as of June 11, 2001 and amended,
redesignated and restated on July 25, 2001 (as of June 11, 2001),
between Banknorth and MetroWest.  The acquisition was effected by
a series of transactions which resulted in the combination of
MetroWest with and into First Massachusetts Bank, National
Association, a wholly-owned subsidiary of Banknorth (the
"Acquisition").  Upon consummation of the Acquisition, each share
of common stock, $0.10 par value per share, of MetroWest
outstanding immediately prior thereto was converted into the
right to receive $11.50, without interest.

     In connection with the acquisition of Andover, Irving E.
Rogers III was elected as a director of Banknorth, and in
connection with the acquisition of MetroWest, Allen M. Glick was
elected as a director of Banknorth.

     For additional information relating to the acquisitions of
Andover and MetroWest, reference is made to the press release of
Banknorth included as Exhibit 99.1 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 2.1    Agreement and Plan of Merger, dated as
                         of June 11, 2001, between Banknorth and
                         Andover (1)

          Exhibit 2.2    Amended and Restated Agreement and Plan
                         of Reorganization, dated as of June 11,
                         2001 and amended, redesignated and
                         restated on July 25, 2001 (as of June 11,



                         2001), between Banknorth and MetroWest (2)

          Exhibit 10.1   Noncompetition Agreement, dated as of
                         October 31, 2001, between Banknorth and
                         Gerald T. Mulligan (3)

          Exhibit 99.1   Press Release, dated October 26, 2001

________

     (1)  Incorporated by reference to the Current Report on Form
8-K filed by Banknorth with the SEC on June 13, 2001, as well as
to Annex I to the Prospectus/Proxy Statement contained in the
Registration Statement on Form S-4 (No 333-66288) filed by
Banknorth with the SEC on July 30, 2001.

     (2)  Incorporated by reference to the Current Report on Form
8-K filed by Banknorth with the SEC on July 25, 2001.

     (3)  Incorporated by reference to Exhibit 10 to the
Registration Statement on Form S-4 (No. 333-66288) filed by the
Company with the SEC on July 30, 2001.



















                               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:   Executive Vice President, Chief
                                   Operating Officer, Chief Financial
                                   Officer and Treasurer

Date:     November 1, 2001

EX-99.1

                                                       EXHIBIT 99.1






                      For Immediate Release
                For Further Information, Contact:
         Brian Arsenault, SVP, Corporate Communications
                          207 761-8517

           Banknorth Receives All Regulatory Approvals
                To Acquire Andover and MetroWest
                Transactions to Close October 31


Portland, Maine, October 26, 2001 - Banknorth Group, Inc.
(NASDAQ: BKNG), announced today that it has received all
regulatory approval to complete the acquisitions of Andover
Bancorp, Inc. ("Andover") (NASDAQ: ANDB) for approximately $333
million in stock, and MetroWest Bank ("MetroWest") (NASDAQ: MWBX)
for approximately $166 million in cash.  The acquisitions will be
finalized on October 31, 2001 and will increase the Company's
total assets from just over $18 billion to approximately $21
billion.  The Company's Massachusetts banking franchise, First
Massachusetts Bank N.A. will increase to 114 branches and nearly
$9 billion in assets.

The operational conversion of the two acquisitions will occur
during the first quarter of 2002. After January 1, 2002, the
Company's Massachusetts banking franchise will operate as
Banknorth Massachusetts.

"As I said when we announced these two exciting acquisitions in
June, they are both a natural extension of our Massachusetts
banking franchise and significantly enhance our presence in the
economically vibrant communities of Greater Boston," said William
J. Ryan, Chairman, President and Chief Executive Officer of
Banknorth Group.  "Both Andover and MetroWest customers will
benefit from having greater convenience through our extensive
network of branches and ATMs and will enjoy a broader selection
of products and services."

Under the terms of the agreement to acquire Andover, shareholders
will receive a fixed exchange ratio of 2.27 shares of Banknorth
common stock for each share of Andover they hold plus cash in
lieu of any fractional share interest.  Based on Banknorth's
closing price on October 25, 2001 of $21.46 per share, this would
equal $48.71 per share. The exchange of shares will be tax free
except for cash per share in lieu of fraction share interests.

The MetroWest agreement calls for shareholders of MetroWest to
receive $11.50 in cash for each share they hold.



At September 30, 2001, Andover had total assets of $1.8 billion,
deposits of $1.3 billion and shareholders' equity of $163
million, and serviced its customer base from 15 branch locations
covering Essex and Middlesex counties in Massachusetts and
Rockingham County in New Hampshire.  At the same date, MetroWest
had total assets of $956 million, deposits of $737 million and
shareholders' equity of $63 million, and served Middlesex,
Norfolk, Suffolk, and Worcester counties in Massachusetts through
19 branch locations.

The addition of Andover and MetroWest to Banknorth's
Massachusetts franchise will move Banknorth into the No. 5 market
share position in the Boston metropolitan statistical area, the
fourth most populous MSA in the country.  In addition, the
acquisitions will give Banknorth the No. 2 deposit market share
in Essex County (currently No. 7), with an average household
income of $67,906, and the No. 7 deposit market share in
Middlesex County (currently No. 19), with an average household
income of $82,492, as well as enhance Banknorth's existing No. 3
market share position in Worcester County, with an average
household income of $58,198.

"We gain significant market share in important Massachusetts
markets," said Mr. Ryan. "We are becoming an important force in
banking and financial services in Massachusetts, which
complements our strong market positions in Maine, New Hampshire
and Vermont."

Banknorth Group, Inc., headquartered in Portland, Maine, is the
country's 34th largest commercial banking company with total
assets of $18.2 billion at September 30, 2001.  The Company
operates banking subsidiaries in Maine, New Hampshire,
Massachusetts, Vermont, New York, and Connecticut.

The Company also operates a variety of insurance agencies in New
England as subsidiaries of Banknorth Insurance Group; a money
management firm, Banknorth Investment Management Group, NA, an
investment subsidiary, Bancnorth Investment Planning Group, and a
leasing company, Banknorth Leasing. Other subsidiaries and
divisions provide services in mortgage banking, asset based
lending, private banking, merchant services and other financial
services.

Andover Bancorp Inc. is a $1.8 billion bank holding company
headquartered in Andover Massachusetts, approximately 25 miles
north of Boston.  Andover Bancorp is the parent company of
Andover Bank and Gloucester Bank and Trust Company, which serve
consumer and business customers in northern Massachusetts and
southern New Hampshire. Andover Bank operates banking offices in
Andover, Lawrence, Methuen, North Andover and Tewksbury,
Massachusetts and in Derry, Londonderry and Salem, New Hampshire.
Gloucester Bank and Trust operates banking offices in Gloucester,
Massachusetts.

MetroWest Bank is a state chartered financial institution
headquartered in Framingham, Massachusetts with assets of nearly
$1 billion.  The former Framingham Savings Bank was renamed
MetroWest Bank in 1996 to reflect its geographic presence in the
western area of metropolitan Boston and to signify its transition
to commercial banking.  MetroWest has branches in Middlesex,
Worcester and Norfolk counties in Massachusetts.

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