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



                             March 15, 2004
______________________________________________________________________________
                 (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 and Required Regulation FD Discslosure
          ---------------------------------------------------

     On March 15, 2004, Banknorth Group, Inc. issued the press release included
as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated
herein by reference.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
          ------------------------------------------------------------------

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  The following exhibit is included with this Report:


     Exhibit No.         Description
     -----------         -----------

     99.1                Press Release, dated March 15, 2004















                                    2

                               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:  March 15, 2004

EX-99.1

                                                                  Exhibit 99.1





                     For Further Information, Contact:
                 Brian Arsenault, SVP, Investor Relations
                               207 761-8517
                         barsenault@banknorth.com


              Banknorth Earnings Release and Conference Call

Portland, Maine -- (Business Wire) -- March 15, 2004 - Banknorth Group, Inc.
(NYSE: BNK) will release 2004 first quarter earnings before the market opens
and hold its quarterly earnings conference call at 1:30 p.m. Eastern Time on
Monday, April 26, 2004.

The dial in number for the call in the USA and Canada is 800 901-5241 and the
international dial in number is 617 786-2963.  The passcode for the earnings
conference call is 10986982.  The conference call is also being webcast by
CCBN and can be accessed at Banknorth's web site at www.banknorth.com,
Investor Relations.

The webcast is also being distributed over CCBN's Investor Distribution
Network to both institutional and individual investors.  Individual investors
can listen to the call through CCBN's individual investor center at
www.fulldisclosure.com or ban visiting any of the investor sites in CCBN's
Individual Investor Network. Institutional Investors can access the call via
CCBN's password-protected event management site, StreetEvents
(www.streetevents.com).

A replay of the conference call will be available approximately one hour after
the call's completion.  The replay dial in number in the USA and Canada is
888 286-8010 and the international replay dial in number is 617 801-6888.  The
replay passcode if 70000157.  A webcast replay will also be available at
Banknorth's website.

Banknorth Group, headquartered in Portland Maine, is one of the country's 35
largest commercial banking companies with $26.5 million in assets at December
31, 2003.  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, wealth
management, merchant services, mortgage banking, government banking and other
financial services and offer investment products in association with
PrimeVest Financial Services, Inc.