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)    January 21, 2005
                                               _______________________________


                          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 January 21, 2005, following receipt of all required
regulatory and stockholder approvals, Banknorth Group, Inc.
("Banknorth") completed the acquisition of BostonFed Bancorp,
Inc. ("BostonFed") pursuant to an Agreement and Plan of Merger,
dated as of June 20, 2004, between Banknorth and BostonFed.  The
acquisition was effected by means of the merger of BostonFed with
and into Banknorth (the "Merger").  Upon consummation of the
Merger, each share of common stock of BostonFed outstanding
immediately prior thereto was converted into the right to receive
1.241 shares of Banknorth common stock or, at the election of a
holder of BostonFed common stock, 1.055 shares of Banknorth
common stock and $6.12 in cash, plus, in each case, cash in lieu
of any fractional share interest. Immediately prior to the
Merger, Boston Federal Savings Bank, BostonFed's wholly-owned
banking subsidiary, was merged with and into Banknorth, N.A.,
Banknorth's wholly-owned banking subsidiary.

     For additional information regarding the Merger, reference
is made to the press release of Banknorth included as Exhibit
99.1 hereto.

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
     ----------          -----------

     2.1            Agreement and Plan of Merger, dated as of
                    June 20, 2004, between Banknorth and
                    BostonFed (1)

     99.1           Press Release, dated January 21, 2005
     ______________
     (1)  Incorporated by reference to the Current Report on Form
     8-K filed by Banknorth with the SEC on June 22, 2004, as
     well as to Annex I to the Prospectus/Proxy Statement
     contained in the Registration Statement on Form S-4 (File
     No. 333-119567) filed by Banknorth with the SEC on October
     6, 2004, as amended.


















                                     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:  January 24, 2005



























                                     3

EX-99.1

                                                     EXHIBIT 99.1


Banknorth Completes BostonFed Acquisition

PORTLAND, Maine-January 21, 2005 -- Banknorth Group, Inc. (NYSE: BNK)
announced today that it completed its acquisition of BostonFed Bancorp, Inc.
(AMEX: BFD), the parent company of Boston Federal Savings Bank, on January
21, 2005.

"We are excited to continue our growth in the Massachusetts market", said
William J. Ryan, Chairman, President and Chief Executive Officer of Banknorth.
"The BostonFed acquisition significantly increases our presence in several
important suburbs of Boston and we look forward to meeting the financial
service needs of BostonFed's customers," he added.

At December 31, 2004, Banknorth Group, Inc. headquartered in Portland, Maine
had $28.7 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.

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

SOURCE: Banknorth Group, Inc.