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, 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
          ------------

     On December 31, 2003, following the receipt of all required regulatory
and stockholder approvals, Banknorth Group, Inc. ("Banknorth") completed the
acquisition of First & Ocean BanCorp ("First & Ocean") pursuant to an
Agreement and Plan of Merger, dated as of September 2, 2003, between Banknorth
and First & Ocean (the "Agreement"). The acquisition was effected by means of
the merger of a newly-formed wholly-owned subsidiary of Banknorth with and
into First & Ocean (the "Merger").  In addition, First & Ocean's banking
subsidiary, First & Ocean National Bank, was merged with and into Banknorth's
banking subsidiary, Banknorth, NA.  Upon consummation of the Merger, each
outstanding share of common stock of First & Ocean  (other than certain shares
held by First & Ocean) was converted into the right to receive $176.00 in cash.

     For additional information, reference is made to the press release of
Banknorth, dated  December 30, 2003, 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 September 2,
                         2003 between Banknorth and First & Ocean *

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

     10.2                Form of Termination and Release Agreement by and among
                         David S. Outhouse, First & Ocean, First & Ocean
                         National Bank and  Banknorth (included as Annex B to
                         Exhibit 2.1)*

     10.3                Form of Noncompetition Agreement between Banknorth
                         and David S. Outhouse (included as Annex C to Exhibit
                         2.1)*

     99.1                Press Release, dated December 30, 2003
_________________

     * Incorporated by reference to the Current Report on Form 8-K filed by
Banknorth with the Commission on September 5, 2003.

















                                     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:  Senior Executive Vice President
                                                  and Chief  Operating Officer

Date:  January 2, 2004


























                                     4

EX-99.1

                                                                Exhibit 99.1


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




Banknorth to Close on First & Ocean December 31


Portland, Maine, December 30, 2003 - Banknorth Group, Inc. (NYSE: BNK)
announced today that it will finalize its acquisition of First & Ocean BanCorp
(OTCBB: FIO), tomorrow, December 31, 2003.  First & Ocean BanCorp is the
parent company of First & Ocean National Bank, a Newburyport, Massachusetts
based bank with $274 million in assets.  Banknorth has received all required
regulatory approvals and First & Ocean shareholders previously voted their
approval of the acquisition. Banknorth will pay $49.7 million in cash for the
outstanding shares of First & Ocean.

First & Ocean operates primarily in Essex County, Massachusetts to the north
of Boston.  In Essex County, First & Ocean has branches in Newburyport (2),
Amesbury and Salisbury. The bank also operates a branch in nearby Seabrook,
New Hampshire.

Under the terms of the transaction, each share of First & Ocean common stock
will be exchanged for $176 in cash. Letters of transmittal will be mailed to
First & Ocean shareholders in early January, 2004 for surrender of their stock
certificates for payment.

Banknorth Group, headquartered in Portland, Maine, is one of the country's 35
largest commercial banking companies with $25.7 billion in assets.  The
Company's banking subsidiary, Banknorth, N.A., operates banking divisions in
Connecticut (Banknorth Connecticut); Maine (Peoples Heritage Bank);
Massachusetts (Banknorth Massachusetts); New Hampshire (Bank of New Hampshire);
New York (Evergreen Bank); and Vermont (Banknorth Vermont).  The Company and
Banknorth, N.A. also operate subsidiaries and divisions in insurance, money
management, merchant services, mortgage banking, government banking and other
financial services and offers investment products in association with
PrimeVest Financial Services, Inc. The Company's website is at
www.banknorth.com.