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



                            April 27, 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 April 27, 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 April 27, 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:  April 27, 2004

EX-99.1

                                                                 Exhibit 99.1


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


                   Banknorth Declares Quarterly Dividend
                Shareholders Elect Directors, Name Auditors

Portland, Maine, April 27, 2004 - Banknorth Group, Inc. (NYSE: BNK) announced
today that its Board of Directors has approved a quarterly dividend of 19.5
cents per share based on earnings for the first quarter ended March 31, 2004.
The dividend is level with the dividend paid following the fourth quarter of
2003 and 15% higher than the quarterly dividend of 16 cents per share paid
following the first quarter a year ago.

The dividend will be paid on May 17, 2004 to shareholders of record on May 7,
2004.

At Banknorth's Annual Meeting of Shareholders held today, Dana S. Levenson,
principal of The Levenson Group, John M. Naughton, a retired insurance
executive, and Angelo P. Pizzagalli, co chairman of Pizzagalli Construction
Company, were reelected to the Company's Board of Directors. Also at the
meeting, KPMG LLP, independent certified public accountants, were appointed
as the Company's independent auditors.

At March 31, 2004, Banknorth Group, headquartered in Portland, Maine, had
$26.9 billion in assets.  Banknorth'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 offer
investment products in association with PrimeVest Financial Services, Inc.
The Company's website is at www.banknorth.com.