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



                             December 22, 1999
____________________________________________________________________________
                    (Date of earliest event reported)


                  Peoples Heritage Financial Group, Inc.
____________________________________________________________________________
         (Exact name of registrant as specified in its charter)


Maine                              0-16947                   01-0437984
____________________________________________________________________________
(State or other jurisdiction   (Commission File Number)  (IRS Employer
of incorporation)                                        Identification No.)



P.O. Box 9540, One Portland Square, Portland, Maine          04112-9540
____________________________________________________________________________
(Address of principal executive offices)                     (Zip Code)


                               (207) 761-8500
 ___________________________________________________________________________
           (Registrant's telephone number, including area code)


                               Not Applicable
 ___________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)




Item 5.   Other Events

     Peoples Heritage Financial Group, Inc. ("Peoples") announced that it has
reached agreement with Banknorth Group, Inc. ("Banknorth") to extend the
deadline on completing their proposed merger from April 1, 2000  to May 31,
2000.   A copy of the press release, dated December 23, 1999,  is included as
Exhibit 99 to this Current Report on Form 8-K,  which is incorporated herein
by reference.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

      (a)  Not applicable.

      (b)  Not applicable.

      (c)  The following exhibits are included with this Current
           Report on Form 8-K:

           Exhibit 2     First Amendment, dated as of December 22, 1999,
                         to Agreement and Plan of Merger, dated as of
                         June 1, 1999, between Peoples and Banknorth

           Exhibit 99    Press release, dated December 23, 1999




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                                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.

                                PEOPLES HERITAGE FINANCIAL GROUP, INC.



                                By: /s/ Peter J. Verrill
                                    ___________________________________
                                    Name: Peter J. Verrill
                                    Title: Executive Vice President,
                                    Chief Financial Officer and Treasurer

Date: December 23, 1999


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EX-2

                                                                 Exhibit 2


                              FIRST AMENDMENT
                                    TO
                        AGREEMENT AND PLAN OF MERGER

     First Amendment, dated as of December 22, 1999 (the "Amendment"), to the
Agreement and Plan of Merger, dated as of June 1, 1999 (the "Agreement"),
between Peoples Heritage Financial Group, Inc. ("PHFG") and Banknorth Group,
Inc.

                                 WITNESSETH

     WHEREAS, pursuant to Section 7.5 of the Agreement, the parties to the
Agreement desire to amend the Agreement;

     NOW THEREFORE, in consideration of the premises, the mutual agreements
herein set forth and such other consideration the sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:

     1.   Amendment.

     (a)  Section 7.1(c) of the Agreement is hereby amended by deleting the
words "and the time period for appeals and requests for reconsideration has
run,".

     (b)  Section 7.1(e) of the Agreement is hereby amended by changing the
date set forth therein from April 1, 2000 to May 31, 2000.

     (c)  The following paragraph is added at the end of Section 7.1 of the
          Agreement:

     "Peoples Heritage agrees to pay to Banknorth, upon demand, the amount of
$5 million in immediately available funds in the event that Banknorth
terminates the Agreement pursuant to Section 7.1(c) or (e).  Such payment
shall be made within two business days of any such demand by Banknorth."

     2.   Effectiveness.  This Amendment shall be deemed effective as of the
date first above written, as if executed on such date.  Except as expressly
set forth herein, this Amendment shall not by implication or otherwise alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Agreement, all of which are ratified
and affirmed in all respects and shall continue in full force and effect and
shall be otherwise unaffected.

     3.   Governing Law.   This Amendment shall be governed by and construed
in accordance with the laws the State of Maine applicable to agreements made
and entirely to be performed within such State.

     4.   Counterparts.   This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original, and
all of which together shall constitute but one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in counterparts by their duly authorized officers as of the day and
year first above written.

                                        PEOPLES HERITAGE FINANCIAL

Attest:                                  GROUP, INC.



/s/ Carol L. Mitchell                   By: /s/ William J. Ryan
_______________________________             ________________________________

Name:  Carol L. Mitchell                    Name:  William J. Ryan
Title: Executive Vice President,            Title: Chairman, President and
         General Counsel and Secretary               Chief Executive Officer



                                         BANKNORTH GROUP, INC.
Attest:


/s/ Thomas J. Pruitt                     By: /s/ William H. Chadwick
________________________________             _______________________________
Name: Thomas J. Pruitt                       Name:  William H. Chadwick
Title:   Executive Vice President            Title: President and Chief
         and Chief Financial Officer                   Executive Officer




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EX-99

                                                          Exhibit 99

                                                          NEWS RELEASE


                            For Immediate Release
                       For Further Information, Contact
                Brian Arsenault, SVP, Corporate Communications
                                (207) 761-8517

                        Peoples Heritage and Banknorth
                    Announce Extension of Merger Agreement


  December 23, 1999 - Peoples Heritage Financial Group, Inc. and Banknorth
  Group, Inc. announced today that they have agreed to extend the deadline
  on completing their proposed merger from April 1, 2000 to May 31, 2000.
  The deadline extension will provide time for the staff of the Federal
  Reserve Bank of Boston to collect more information on which to base its
  recommendation regarding the proposed acquisition to the Federal Reserve
  Board.

  In particular, the Federal Reserve staff wishes to conduct a follow-up
  evaluation, anticipated to occur in March, of the actions taken by
  Peoples Heritage in response to an examination of its risk management
  processes completed in September 1999.  Areas which will be evaluated
  include risk management policies and procedures, staffing adequacy, and
  management oversight and reporting.  The evaluation does not reflect any
  Year 2000 concerns.

  In consideration for the extension, Peoples Heritage agreed to pay
  Banknorth $5 million in the event that required regulatory approvals are
  not obtained or the acquisition is not completed by May 31, 2000, other
  than due to a breach of the merger agreement by Banknorth.

  William J. Ryan, Chairman, President and Chief Executive Officer of
  Peoples Heritage said: "Risk management is an industry-wide area of
  emphasis by regulatory authorities, particularly in the case of rapidly
  growing companies such as Peoples Heritage.   In response to the
  examination last September, we have taken every action possible to
  ensure the adoption of adequate risk management procedures.  We are
  confident that regulatory authorities will agree that our risk
  management procedures are adequate and will approve our application to
  acquire Banknorth.

  "We know, and we believe that regulatory officials agree, that our
  overall financial position is strong.  We have good earnings, excellent
  credit quality, and a strong return on equity and efficiency ratio. We
  remain convinced that the acquisition will build a stronger company and
  is in the best interests of both Peoples Heritage and Banknorth
  shareholders and customers."

  William H. Chadwick, President and Chief Executive Officer of Banknorth,
  said: "I have delayed my retirement to ensure a smooth transition.
  Peoples Heritage has a strong balance sheet and capable management.  We
  will continue to work cooperatively to build a major northeast banking
  company to serve our customers and reward our shareholders."

                                 (end)



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