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



                            December 31, 2002
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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                                  001-31251                    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, Maine                  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)


                              Not Applicable
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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 December 31, 2002, following the
receipt of all required regulatory and stockholder approvals,
Banknorth Group, Inc. ("Banknorth") completed the acquisition of
Warren Bancorp, Inc. ("Warren") pursuant to an Agreement and
Plan of Merger, dated as of August 8, 2002, between Banknorth and
Warren (the "Agreement"). The acquisition was effected by means
of the merger of Warren with and into Banknorth (the "Merger").

      Upon consummation of the Merger, each outstanding share of
common stock of Warren  (other than certain shares held by
Warren) was converted into the right to receive $15.75 in cash or
0.7012 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 50% of the outstanding shares of Warren
common stock will be converted in the right to receive Banknorth
common stock and 50% of the outstanding shares of Warren common
stock will be converted into the right to receive cash.

     For additional information, reference is made to the press
release of Banknorth, dated December 24, 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 August 8, 2002
                    between Banknorth and Warren *

     99.1           Press Release, dated December 24, 2002

_________________

     * Incorporated by reference to the Current Report on Form 8-K filed by
Banknorth with the Commission on August 13, 2002, as well as to Annex I to
the Proxy Statement/Prospectus contained in the Registration Statement on
Form S-4 (File No. 333-100033) filed with the Commission on September 24,
2002.




















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                                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:  January 2, 2003























                                     4

EX-99.1

                                                     Exhibit 99.1

Banknorth Group, Inc.

PRESS RELEASE


          Banknorth Group to Close on Warren Bancorp December 31

     Portland, Maine, December 24, 2002 - Banknorth Group, Inc.
(NYSE: BNK),  announced today that it will finalize its
acquisition of Warren Bancorp, Inc. (NASDAQ: WRNB), parent
company of Warren Five Cents Savings Bank, on December 31, 2002.
Banknorth has received all required regulatory approvals and
Warren shareholders previously voted approval of the transaction.

     The transaction is valued at approximately $122.6 million in
cash and stock.  Outstanding shares of Warren common stock will
be exchanged for $15.75 per share or a number of whole shares of
Banknorth determined by dividing $15.75 by the average closing
prices of the Banknorth common stock over the 20 trading days
ending with the close of business on December 30, 2002.

     The terms are subject to election and allocation procedures
which are intended to ensure that 50% of the outstanding Warren
common stock will be converted into the right to receive
Banknorth common stock and 50% of the outstanding Warren common
stock will be converted into the right to receive cash.  Election
forms will be mailed in early January and shareholders will have
20 days to elect their preference of cash or stock.

     The transaction is intended to qualify as reorganization for
federal income tax purposes.  As a result, the shares of Warren
stock exchanged for Banknorth stock will be transferred on a tax-
free basis.

     The transaction will provide Banknorth the leading market
share in Essex County, Massachusetts with nearly a 16% deposit
market share in the affluent North Shore county.

     At September 30, 2002, Warren Bancorp had total assets of
$840 million, total deposits of $397 million, total loans of $358
million and shareholders' equity of $46 million.  Warren Five
Cents Savings Bank operates six banking offices exclusively in
Massachusetts, four in Peabody and one each in Beverly and North
Beverly.

     Banknorth Group, Inc. is one of the country's 35 largest
commercial banking companies with total assets of $22.5 billion
at September 30, 2002.  The Company's banking subsidiary,
Banknorth, NA, operates banking divisions in Connecticut, Maine,
Massachusetts, New Hampshire, New York and Vermont.  Banknorth
also operates subsidiaries and divisions in insurance, investment
planning, money management, leasing, merchant services, mortgage
banking, government banking and other financial services.

     This press release contains forward-looking statements with
respect to the financial condition, results of operations and
business of Banknorth upon consummation of the acquisition of



Warren, including statements relating to:  (a) the estimated cost
savings and accretion to reported earnings that will be realized
from the acquisition and (b) the merger charges expected to be
incurred in connection with the acquisition.  These forward-
looking statements involve certain risks and uncertainties.
Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements include,
among others, the following possibilities:  (1) estimated cost
savings from the acquisition cannot be fully realized within the
expected time frame; (2) revenues following the acquisition are
lower than expected; (3) competitive pressure among depository
institutions increases significantly; (4) costs or difficulties
related to the integration of the businesses of Banknorth and
Warren are greater than expected; (5) changes in the interest
rate environment reduce interest margins; (6) general economic
conditions, either nationally or in the markets in which
Banknorth will be doing business, are less favorable than
expected; (7) legislation or changes in regulatory  requirements
adversely affect the business in which Banknorth would be
engaged.


       CONTACT:       Banknorth Group
                      Brian Arsenault, 207/761-8517