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)       February 4, 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 5.04  Temporary Suspension of Trading Under Registrant's Employee
           Benefit Plans.
           -----------------------------------------------------------

     This Form 8-K is being filed to comply with the SEC requirement that
notice of a blackout period under the Banknorth Group, Inc. ("Banknorth")
401(k) Plan (the "Plan") be given to Banknorth's directors and executive
officers and also be furnished to the SEC under cover of a Form 8-K.  During
the blackout period, participants in the Banknorth 401(k) Plan will be unable
to direct or diversify investments in the Banknorth Common Stock Fund or the
Banknorth Stock Liquidity Fund.  The purpose of the blackout period is to
allow the plan administrator to process the exchange of Banknorth common stock
for the merger consideration pursuant to an Amended and Restated Agreement and
Plan of Merger, dated as of August 25, 2004, between Banknorth and The
Toronto-Dominion Bank.

     Banknorth is notifying its directors and executive officers of trading
restrictions in securities of Banknorth during the blackout period.  The
notice being sent to directors and executive officers of Banknorth on February
4, 2005 is 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
     ---------           -----------

     99.1                Notice sent to directors and executive officers of
                         Banknorth on February 4, 2005





















                                    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:  February 4, 2005




























                                    3

EX-99.1

                                                                 EXHIBIT 99.1



     NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF BANKNORTH GROUP, INC.

     This notice is to inform you as a director or executive officer of
Banknorth that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, you
will be unable to trade in Banknorth Group, Inc. common stock or derivatives
during the blackout period when participants in the Banknorth 401(k) Plan are
suspended from directing or diversifying assets in the Banknorth Common Stock
Fund or the Banknorth Stock Liquidity Fund.  Participants in the 401(k) Plan
will be suspended from such transactions in order to allow the plan's
administrator to process the exchange of merger consideration in connection
with the acquisition of a 51% interest in Banknorth Group, Inc. by The
Toronto-Dominion Bank ("TD"). This trading restriction does not include gifts,
the reinvestment of dividends pursuant to Banknorth's dividend reinvestment
plan, transactions pursuant to an existing Rule 10b-5 trading plan, the
exercise of stock options or routine transactions pursuant to Banknorth's
stock benefit plans.   However, the cashless exercise of stock options or the
sale of stock acquired upon exercise of an option is prohibited during the
blackout period.

     The blackout period will begin on February 21, 2005 and is expected to
end during the week of March 21, 2005 (the blackout period will end
approximately two to three weeks after the closing of the transaction, which
is expected to occur on or about February 28, 2005).

     If you have any questions concerning this notice or to obtain the
specific date that the blackout period ends, please contact:


                                     Cindy Hamilton
                                     Executive Vice President, Human Resources
                                     Banknorth Group, Inc.
                                     Two Portland Square
                                     Portland, Maine 04162-9540
                                     Telephone: (207) 761-8532


Date:  February 4, 2005