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 24, 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 February 24, 2005, Banknorth Group, Inc. issued the press release
included as Exhibit 99 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                  Press Release, dated February 24, 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 25, 2005

EX-99

                                                                   Exhibit 99


Banknorth Announces Share Repurchase Program and Balance Sheet Deleveraging


PORTLAND, Maine--(BUSINESS WIRE)--Feb. 24, 2005--Banknorth Group, Inc. (NYSE:
BNK) announced that its board of directors has approved three corporate
actions to reduce the Company's interest rate risk and to more effectively
utilize its capital.

First, the board authorized the Company to repurchase up to 15.3 million
shares of the Company's common stock, which represents 8% of the outstanding
shares.  Approximately 8 million of the repurchased shares will cover shares
issued in the last six months upon the exercise of employee stock options.
Repurchases are authorized to be made by the Company from time to time in
open-market or privately-negotiated transactions as, in the opinion of
management, market and business conditions warrant following completion of
the acquisition of a majority interest in the Company by The Toronto-Dominion
Bank.

Second, the Company announced a further balance sheet deleveraging program to
be implemented in the first quarter of 2005.  The Company has sold or intends
to sell an aggregate of approximately $3.0 billion of assets and will use the
proceeds from these sales to prepay approximately $3.0 billion of short-term
borrowings.

Third, the Company announced its intent to enter into interest rate swap
agreements which have an aggregate notional amount of $2.2 billion.  These
agreements will synthetically convert variable rate loans tied to prime or
LIBOR to fixed-rate assets.

"Collectively, these actions will mitigate our interest rate risk going
forward and benefit our net interest margin," said Bill Ryan, Banknorth's
Chairman, President and Chief Executive Officer.  "In addition, the repurchase
program will allow us to more effectively utilize our capital so as to
maximize shareholder value."

The approximately $3.0 billion of assets being sold consist of approximately
$500 million of single-family residential loans, approximately $2.0 billion of
mortgage-backed securities and approximately $500 million of securities of
U.S. federal agencies.  The approximately $3.0 billion of borrowings to be
prepaid consist of repurchase agreements and Federal Home Loan Bank advances.

The foregoing actions will reduce the sensitivity of the Company's operations
to changes in interest rates because the assets to be sold have primarily
fixed-rates and a weighted average duration of approximately 3.8 years and the
borrowings to be prepaid have floating rates and are short term.  As a result,
the maturities and interest-rate sensitivity of the Company's interest-earning
assets and interest-bearing liabilities will be better matched.  Moreover, the
Company will sell over $2.5 billion of assets which are subject to prepayment
risk.

The excess capital from the reduced asset levels resulting from the
deleveraging program can be used by the Company to repurchase shares of its
common stock or to support future growth, both internally and through
acquisitions, which could result in a reduction in the capital available for
repurchases.  The new deleveraging program and repurchase program will not
affect the Company's status as a "well capitalized" institution for
regulatory purposes.

The Company will incur a one-time loss of approximately $38 million after tax,
or $0.21 per share, in connection with the new deleveraging program, which
will be included in its

operations for the first quarter of 2005.  Because the weighted average yield
on the assets to be sold currently is approximately 4.03% and the weighted
average rate on the borrowings to be prepaid currently is approximately LIBOR
plus 23 basis points, the deleveraging program also will adversely affect the
Company's net income in future periods.

The Company further estimates that the net effect of these actions on its
diluted earnings per share for 2005 and future periods on an operating basis,
exclusive of the one-time loss from the new deleveraging program, will not be
significant.

On February 18, 2005, Banknorth Group, Inc. shareholders approved the sale of
51% of Banknorth to The Toronto-Dominion Bank.  It is anticipated that this
transaction will be completed on or about March 1, 2005.

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, wealth 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.