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



                            February 14, 2003
______________________________________________________________________________
                    (Date of earliest event reported)


                          Banknorth Group, Inc.
______________________________________________________________________________
         (Exact name of registrant as specified in its charter)


          Maine                      001-31251                   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 February 14, 2003, following the
receipt of all required regulatory and stockholder approvals,
Banknorth Group, Inc. ("Banknorth") completed the acquisition of
American Financial Holdings, Inc. ("American") pursuant to an
Agreement and Plan of Merger, dated as of August 22, 2002,
between Banknorth and American (the "Agreement"). The acquisition
was effected by means of the merger of American with and into
Banknorth (the "Merger").

      Upon consummation of the Merger, each outstanding share of
common stock of American  (other than certain shares held by
American) was converted into the right to receive $32.00 in cash
or 1.22 shares 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 American common
stock will be converted in the right to receive Banknorth common
stock and 50% of the outstanding shares of American common stock
will be converted into the right to receive cash.

     For additional information, reference is made to the press
release of Banknorth, dated  January 13, 2003, which is included
as Exhibit 99.1 and is incorporated herein by reference.

















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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 22, 2002 between Banknorth and
                    American *

     10.1           Form of Shareholder Agreement between each
                    director of American and Banknorth (included
                    as Annex A to Exhibit 2.1)*

     10.2           Form of Executive Agreement by and among
                    Banknorth, American, American Savings Bank
                    and each of Robert T. Kenney, Charles J.
                    Boulier III, Peter N. Perugini, Richard J.
                    Moore, Sheri C. Pasqualoni, William E.
                    Solberg, Charles P. Ahern and Earl T.
                    Young (included as Annex B to Exhibit 2.1)*

     10.3           Form of Consulting Agreement between Banknorth
                    and Robert T. Kenney (included as Annex C to
                    Exhibit 2.1)*

     99.1           Press Release, dated January 13, 2003

_________________

* Incorporated by reference to the Current Report on Form 8-K
filed by Banknorth with the Commission on August 23, 2002, as
well as to Annex I to the Proxy Statement/Prospectus contained in
the Registration Statement on Form S-4 (File No. 333-100095)
filed with the Commission on September 25, 2002, as amended.



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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:  February 18, 2003





















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EX-99.1

                                                            Exhibit 99.1

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




Banknorth to Close on American Financial February 14


Portland, Maine, January 13, 2003 - Banknorth Group, Inc.  (NYSE:
BNK)  announced  today that it will finalize its  acquisition  of
American Financial Holdings, Inc. (NASDAQ: AMFH), parent  company
of  American Savings Bank, a Connecticut-chartered bank  with  34
branches in central Connecticut, on February 14, 2003.  Banknorth
has  received  all  required regulatory  approvals  and  American
Financial  shareholders previously voted their  approval  of  the
acquisition.

The transaction is valued at approximately $709.3 million in cash
and  stock.  The acquisition will increase Banknorth's assets  in
Connecticut  to  more  than $4 billion and increase  its  deposit
market  share position in the state from 14th to 5th.   In  2002,
Banknorth   acquired  Bancorp  Connecticut,  parent  company   of
Southington   Savings  Bank,  and  American  Financial   acquired
American Bank of Connecticut.  The combined entities will operate
as Banknorth Connecticut.

Under  the  terms  of  the transaction, each  share  of  American
Financial  common  stock will be exchanged for either  $32.00  or
1.22  shares of Banknorth common stock, plus cash in lieu of  any
fractional  share interest. Elections of stock or  cash  will  be
subject  to  allocation procedures that will ensure that  50%  of
American Financial common stock outstanding immediately prior  to
the  completion of the transaction will be converted into  shares
of Banknorth common stock and 50% will be converted into cash.

Election  forms  will  be  mailed in late  January  and  American
Financial   shareholders  will  have  20  days  to  elect   their
preference  for  cash or stock, ending on or about  February  19,
2003.  The  transaction is intended to qualify as  reorganization
for  federal  income tax purposes.  As a result,  the  shares  of
American  Financial stock exchanged for Banknorth stock  will  be
transferred on a tax-free basis.

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, N.A. 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 regarding
Banknorth's acquisition of American Financial. 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
American Financial 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; or (7) legislation or changes in regulatory
requirements adversely affect the businesses in which Banknorth
would be engaged.


















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