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



                           January 29, 1997

                   (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       (Commission File Number)         (IRS Employer
jurisdiction                                           Identification No.) 
of incorporation)                                    



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)










<PAGE>

ITEM 5.   OTHER EVENTS

     On January 29, 1997, Peoples Heritage Financial Group, Inc. issued the
press release which is included as Exhibit 99(a) hereto.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  The following exhibits are included with this Report:

          Exhibit 99(a) Press Release, dated January 29, 1997












































<PAGE>


                            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
                                     Operating Officer, Chief Financial
                                     Officer and Treasurer

Date:  January 29, 1997
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{"company-data": {"conformed-name": "PEOPLES HERITAGE FINANCIAL GROUP INC", "cik": "0000829750", "assigned-sic": "6022", "irs-number": "010137770", "state-of-incorporation": "ME", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16947", "film-number": "97513373"}, "business-address": {"street1": "ONE PORTLAND SQ", "street2": "P O BOX 9540", "city": "PORTLAND", "state": "ME", "zip": "04112", "phone": "2077618500"}, "mail-address": {"street1": "P O BOX 9540", "city": "PORTLAND", "state": "ME", "zip": "04112-9540"}}
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

                           January 29, 1997

                   (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       (Commission File Number)         (IRS Employer
jurisdiction                                           Identification No.) 
of incorporation)                                    

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

     On January 29, 1997, Peoples Heritage Financial Group, Inc. issued the
press release which is included as Exhibit 99(a) hereto.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  The following exhibits are included with this Report:

          Exhibit 99(a) Press Release, dated January 29, 1997
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
                                     Operating Officer, Chief Financial
                                     Officer and Treasurer

Date:  January 29, 1997