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 29, 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 29, 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 29, 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 29, 2004

EX-99.1

                                                                 Exhibit 99.1



Banknorth Announces Third Quarter 2004 Earnings Conference Call

PORTLAND, Maine--September 29, 2004--Banknorth Group, Inc.(NYSE:BNK) will
release 2004 third quarter earnings before the market opens and hold its
quarterly earnings conference call at 10:30 a.m. Eastern Time on Monday,
October 18, 2004.

The dial-in number for the call in the USA and Canada is 800-901-5259 and the
international dial-in number is 617-786-4514. The passcode for the earnings
conference call is 81790025. The conference call is also being webcast by
CCBN and can be accessed at Banknorth's web site at
www.banknorth.com/investorrelations.

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 by 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 until October 28, 2004. 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 is 29324389. A webcast replay will also be
available at Banknorth's website.

At June 30, 2004, Banknorth Group, Inc. headquartered in Portland, Maine had
$29.3 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.

On August 26, 2004, Banknorth Group, Inc. and TD Bank Financial Group (NYSE
and TSE: TD) announced that they entered into a definitive agreement for TD to
acquire 51% of the outstanding shares of Banknorth, subject to receipt of
required regulatory and shareholder approvals and other customary conditions.

CONTACT:  Banknorth Group, Inc.
          Jeffrey Nathanson, 207-761-8517

SOURCE:   Banknorth Group, Inc.