8-K

                                UNITED STATES
                     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



Date of Report (Date of earliest event reported) September 21, 2004
                                                 ___________________________

                          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)


Registrant's telephone number, including area code (207) 761-8500
                                                   _________________________

                             Not Applicable
____________________________________________________________________________
       (Former name, former address and former fiscal year, if changed
                            since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 240.14d-2(b))
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


Item 8.01 Other Events
          ____________


     On September 21, 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 9.01 Financial Statements and Exhibits
          _________________________________


     (a)  Not applicable.

     (b)  Not applicable.

     (c)  The following exhibits are included with this Report:


     Exhibit No.         Description
     __________          ___________


     99.1                Press Release, dated September 21, 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:  September 21, 2004

EX-99.1

                                                                  Exhibit 99.1




 BANKNORTH ANNOUNCES ESTABLISHMENT OF 10b5-1 PRE-ARRANGED STOCK TRADING PLANS
                           BY SENIOR EXECUTIVES

PORTLAND, Maine--September 21, 2004--Banknorth Group, Inc. (NYSE: BNK)
announced today that certain of its executive officers, including William J.
Ryan, Chairman, CEO and President, and Peter J. Verrill, Senior Executive
Vice President and Chief Operating Officer, established pre-arranged stock
trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended, in order to exercise certain stock options.  Specifically, the
options are being exercised in accordance with recently executed employment
and retentions agreements entered into with the executive officers and
Banknorth, as filed with the SEC on Form 8-K on August 31, 2004.

The Board of Directors of Banknorth annually approves the Code of Conduct and
Ethics, which includes a policy that provides for the use of pre-arranged
trading plans in accordance with Rule 10b5-1.  Rule 10b5-1 permits corporate
officers and directors to adopt predetermined plans for buying or selling
stocks or exercising options.  The plan may only be entered into when the
director or officer is not in possession of material, non-public information.

Other executives have and will be exercising various options prior to the end
of the year though not under pre-arranged stock trading plans.  Again, the
options are being exercised in accordance with recently executed employment
and retentions agreements entered into with the executive officers and
Banknorth, as filed with the SEC on Form 8-K on August 31, 2004.

Banknorth Group, Inc., headquartered in Portland, Maine, has $29 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. Non-deposit investment products are
offered in association with PrimeVest Financial Services, Inc., an independent
registered broker/dealer and member of SIPC.  The Company's website is located
at www.banknorth.com.