EXHIBIT 23.2



                  Independent Auditors' Consent

The Board of Directors
Banknorth Group, Inc.:

We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Banknorth Group, Inc. of our report
dated February 23, 2004, with respect to the consolidated balance
sheets of Banknorth Group, Inc. as of December 31, 2003 and 2002,
and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 2003, which report appears
in the December 31, 2003 annual report on Form 10-K of Banknorth
Group, Inc. Our report refers to the adoption of Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets," and SFAS No. 147, "Acquisitions of Certain
Financial Institutions," effective January 1, 2002.

/s/ KPMG LLP

Boston, Massachusetts
April 30, 2004