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



                              July 26, 2002
______________________________________________________________________________
                     (Date of earliest event reported)


                          Banknorth 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, Two 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
          ------------

     As of the end of the day on July 26, 2002, following the
receipt of all required regulatory and stockholder approvals,
Banknorth Group, Inc. ("Banknorth") completed the acquisition of
Ipswich Bancshares, Inc. ("Ipswich") pursuant to  an Agreement
and Plan of Merger, dated as of February 26, 2002 and amended as
of March 27, 2002, between Banknorth and Ipswich (the
"Agreement"). The acquisition was effected by means of the merger
of Ipswich with and into Banknorth (the "Merger").

      Upon consummation of the Merger, each outstanding share of
common stock of Ipswich  (other than certain shares held by
Ipswich) was converted into the right to receive $20.50 in cash
or 0.8350 of a share of common stock of Banknorth, plus cash in
lieu of any fractional share interest, subject to election and
allocation procedures set forth in the Agreement which are
intended to ensure that 51% of the outstanding shares of Ipswich
common stock will be converted in the right to receive Banknorth
common stock and 49% of the outstanding shares of Ipswich common
stock will be converted into the right to receive cash.

     For additional information, reference is made to the press
release of Banknorth, dated July 18, 2002, which is included as
Exhibit 99.1 and is incorporated herein by reference.












                               2

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 No.         Description
     -----------         -----------------------------------------------
     2.1                 Agreement and Plan of Merger, dated as of February
                         26, 2002 and amended as of March 27, 2002, between
                         Banknorth and Ipswich *

     10.1                Termination Agreement by and among Banknorth,
                         Ipswich, Ipswich Savings Bank, Eastern Bank,
                         as Trustee, and David L. Grey (included as Annex
                         C to Exhibit 2.1) *

     10.2                Employment and Noncompetition Agreement between
                         Banknorth  and David L. Grey (included as Annex
                         D to Exhibit 2.1) *

     99.1                Press Release, dated July 18, 2002

_________________

     * Incorporated by reference to the Current Report on Form 8-K
filed by Banknorth with the Commission on February 28, 2002, as
well as to Annex I to the Proxy Statement/Prospectus contained in
the Registration Statement on Form S-4 (File No. 333-85396) filed
with the Commission on April 2, 2002, as amended.

















                               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.

                              BANKNORTH GROUP, INC.



                              By:   /s/ Peter J. Verrill
                                    ---------------------
                                    Name:  Peter J. Verrill
                                    Title: Chief Operating Officer and Chief
                                           Financial Officer

Date:  July 29, 2002





















                               4

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 Ipswich Bancshares
                  Transaction to Close July 26

Portland, Maine, July 18, 2002 - Banknorth Group, Inc. (NASDAQ:
BKNG), a multi-state banking and financial services holding
company headquartered in Portland, Maine, announced today that it
has received all regulatory approvals to complete the acquisition
of Ipswich Bancshares, Inc. (NASDAQ: IPSW) reached  for
approximately $41.1 million in cash and stock.  The acquisition
will be finalized on July 26, 2002.

The Company's Massachusetts banking division, Banknorth
Massachusetts, will increase to 115 branches with over $9 billion
in assets.two Massachusetts banks. The operational conversion of
the acquisition will occur during the second half of 2002.

"As I said when we announced this acquisition, Ipswich is a
natural extension of our Massachusetts franchise and adds some
great communities to our community banking network," said William
J. Ryan, Chairman, President and Chief Executive Officer of
Banknorth Group.  "The Ipswich market is essentially `next door'
to our presence in the Andover, Topsfield and Gloucester market
areas."

Ipswich Bancshares has banking offices in Ipswich, Beverly, North
Andover, Essex, Reading, Rowley, Marblehead and Salem.

The terms of the agreement call for outstanding shares of Ipswich
common stock, other than treasury shares and dissenters' shares,
to be converted into the right to receive $20.50 per share in
cash or a number of whole shares of Banknorth determined by
dividing $20.50 by the average closing prices of the Banknorth
common stock over a specified period, plus cash in lieu of any
fractional share interest.

The terms are subject to election and allocation procedures which
are intended to ensure that 51% of the outstanding Ipswich common
stock will be converted into the right to receive Banknorth
common stock and 49% of the outstanding Ipswich common stock will
be converted into the right to receive cash.  The transaction is
intended to qualify as a reorganization for federal income tax
purposes, with the result that shareholders who exchange their
Ipswich stock solely for Banknorth stock will do so on a tax-free
basis.

2

Banknorth Group, Inc., headquartered in Portland, Maine, is one
of the country's 35 largest commercial banking companies with
total assets of $21.3 billion at June 30, 2002.  The Company's
banking subsidiary, Banknorth, N.A., operates banking divisions
in Maine, New Hampshire, Vermont, New York, and Connecticut, as
well as Massachusetts.

The Company also operates divisions and subsidiaries in
insurance, money management, investment planning and leasing.
Other subsidiaries and divisions provide services in mortgage
banking, government banking, asset based lending, private
banking, merchant services and other financial services.