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 25, 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 25, 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 25, 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 28, 2005

EX-99

                                                                   Exhibit 99


Banknorth Group, Inc. to Present at KBW 2005 Regional Banking Conference


PORTLAND, Maine--February 25, 2005--Banknorth Group, Inc. (NYSE: BNK) announced
today that William J. Ryan, Chairman, President, and Chief Executive Officer,
will present at the KBW 2005 Regional Banking Conference at the The Langham
Boston in Boston, MA from 9:50 a.m. - 10:30 a.m. on Wednesday, March 2, 2005.

A live webcast of the conference will be available at
http://customer.talkpoint.com/KEEF001/030205a_cy/. The webcast is also
accessible via the website, www.kbw.com. Shortly after the conference, a
replay of the webcast will be available for a period of 30 days from the
Investor Relations section of the Banknorth website at www.banknorth.com.

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 assets of $28.7 billion and provided financial services to more than 1.3
million households in the northeast. The Company'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 offers 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