SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                          _________________________
                                  FORM S-8
                           REGISTRATION STATEMENT
                     UNDER   THE SECURITIES ACT OF 1933
                          _________________________

                            BANKNORTH GROUP, INC.
           (Exact name of registrant as specified in its charter)
              Delaware                               03-0321189
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)

       300 Financial Plaza, P.O. Box 5420, Burlington, VT  05401-5420
                  (Address of Principal Executive Offices)

             Banknorth Group, Inc. 1997 Equity Compensation Plan
                          (Full title of the plan)

Mr. William H. Chadwick                With copy to:
President and Chief Executive Officer  Denise J. Deschenes, Esq.
Banknorth Group, Inc.                  Primmer & Piper, P.C.
300 Financial Plaza, P.O. Box 5420     52 Summer Street, P.O. Box 159
Burlington, VT  05401-5420             St. Johnsbury, VT 05819
                   (Name and address of agent for service)

                               (802) 658-9959
        (Telephone number, including area code, of agent for service)

                       Calculation of Registration Fee

<TABLE>
<CAPTION>
                                        Proposed              Proposed maximum
Title of securities    Amount to be     maximum offering      aggregate offering    Amount of
to be registered       registered(1)    price per unit (2)    price(2)              registration fee
____________________________________________________________________________________________________

<S>                    <C>              <C>                   <C>                   <C>
Common Stock,
par value $1.00        525,000 shs.     $57.375               $30,121,875           $9,128

<F1>  Includes associated rights (the "Rights") to purchase Common Stock.  
      Until the occurrence of certain prescribed events, none of which has 
      occurred, the Rights are not exercisable, are evidenced by the 
      certificates representing the Common Stock, and will be transferred 
      along with, and only with, the Common Stock.  Pursuant to Rules 416(a) 
      and (b), this registration statement is also intended to cover such 
      number of additional shares of the Company's common stock and 
      associated rights as may be necessary to prevent dilution of the 
      shares initially registered hereby resulting from stock splits or 
      stock dividends, if any, occurring after the effective date of this 
      registration statement.
<F2>  Estimated solely for the purposes of calculating the registration fee, 
      and based on the closing price of the Company's Common Stock on 
      October 17, 1997, as reported in the NASDAQ National Market System..
</TABLE>



                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS




[Omitted from this filing in accordance with the Note to Part I of Form S-8]




                                   PART II
                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

      The following documents, filed with the Securities and Exchange 
Commission (the "Commission") are hereby incorporated by reference into this 
Registration Statement;

            (1)  The Company's Annual Report on Form 10-K, as amended by 
      Form 10-K/A, for the year ended December 31, 1996; 

            (2)  The Company's Quarterly Reports on Form 10-Q for the 
      quarters ended March 31 and June 30, 1997;

            (3)  The Company's Current Report on Form 8-K filed on April 14, 
      1997; and 

            (4)  The description of the Company's Common Stock, $1.00 par 
      value, and associated Common Stock Purchase Rights, contained in the 
      Company's Current Report on Form 8-K dated November 30, 1989, as 
      amended, and in its Registration Statement on Form 8-A dated November 
      29, 1990, as amended.

      In addition, all documents subsequently filed by the Company pursuant 
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 
prior to the filing of a post-effective amendment which indicates that all 
securities offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed to be incorporated by reference in the 
Registration Statement and to be part thereof from the date of filing of 
such documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law authorizes a court 
to award, or a corporation's board of directors to grant, indemnity to 
directors and officers in terms sufficiently broad to permit such 
indemnification under certain circumstances for liability (including 
reimbursement for expenses incurred) arising under the Securities Act of 
1933, as amended.  In addition, the Certificate of Incorporation of 
Banknorth Group, Inc. contains the following provisions relating to 
indemnification of directors and officers:

      ELEVENTH:  The Corporation shall indemnify each director and officer 
of the Corporation, his or her heirs, executors and administrators, and may 
indemnify each employee and agent of the Corporation, his or her heirs, 
executors, administrators and all other persons whom the Corporation is 
authorized to indemnify under the provisions of the General Corporation Law 
of the State of Delaware, to the extent permitted by law (a) against all 
expenses (including attorney's fees), judgments, fines and amounts paid in 
settlement actually and reasonably incurred by him or her in connection with 
any action, suit or proceeding, whether civil, criminal, administrative or 
investigative, or in connection with any appeal therein, or otherwise, and 
(b) against all expenses (including attorney's fees) actually and reasonably 
incurred by him or her in connection with any appeal therein, or otherwise; 
and no provision of this Article Eleventh is intended to be construed as 
limiting, prohibiting, denying or abrogating any of the general or specific 
powers or rights conferred by the General Corporation Law of the State of 
Delaware upon the Corporation to furnish, or upon any court to award, such 
indemnification, or indemnification as otherwise authorized pursuant to the 
General Corporation Law of the State of Delaware or any other law now or 
hereafter in effect.

      The Board of Directors of the Corporation may, in its discretion, 
authorize the Corporation to purchase and maintain insurance on behalf of 
any person who is or was a director, officer, employee or agent of the 
Corporation, or is or was serving at the request of the Corporation, 
partnership, joint venture, trust or other enterprise against any liability 
asserted against him or her or incurred by him or her in any such capacity, 
or arising out of his or her status as such, whether or not the Corporation 
would have the power to indemnify him or her against such liability under 
the foregoing paragraph of this Article Eleventh.

      TWELFTH:  No director of the Corporation shall be personally liable to 
the Corporation or to any of its stockholders for monetary damages for 
breach of fiduciary duty as a director, notwithstanding any provision of law 
imposing such liability; provided, however, that to the extent required from 
time to time by applicable law, this provision shall not eliminate the 
liability of a director, to the extent such liability is provided by 
applicable law, (i) for any breach of the director's duty of loyalty to the 
Corporation or its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law, 
(iii) under Section 174 of Title 8 of the Delaware code, or (iv) for any 
transaction from which the director derived an improper personal benefit.  
No amendment to or repeal of this Article Twelfth shall apply to or have any 
effect on the liability or alleged liability of any director of the 
Corporation for or with respect to any acts or omissions of such director 
occurring prior to the effective date of such amendment or repeal.

In addition, Banknorth maintains a directors' and officers' liability 
insurance policy.


Item 7.  Exemption from Registration Claimed.

      Not applicable.


Item 8.  Exhibits.

      (a)  The following documents are filed as Exhibits to this 
Registration Statement:

Exhibit 4 -   Banknorth Group, Inc. 1997 Equity Compensation Plan.

Exhibit 5 -   Opinion and consent of Primmer & Piper, P.C. re validity of 
              the shares of Common Stock and associated Common Stock Purchase
              Rights.

Exhibit 15 -  Letter of KPMG Peat Marwick LLP re unauditred interim 
              financial information.

Exhibit 23 -  (i)   Consent of KPMG Peat Marwick LLP.
              (ii)  Consent of Primmer & Piper, P.C. (contained in Exhibit 5)

      (b)  Not applicable.


Item 9.  Undertakings.

      The undersigned registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

            (i)  To include any prospectus required by section 10(a)(3) of 
      the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising 
      after the effective date of the Registration Statement (or the most 
      recent post-effective amendment thereof) which, individually or in the 
      aggregate, represent a fundamental change in the information set forth 
      in the Registration Statement;

            (iii)  To include any material information with respect to the 
      plan of distribution not previously disclosed in the Registration 
      Statement or any material change to such information in the 
      Registration Statement; 

      Provided, however, that with respect to paragraphs (a)(1)(i) and 
(a)(1)(ii), this undertaking is limited to information required to be 
included in a post-effective amendment by those paragraphs and which is not 
otherwise contained in periodic reports filed by the registrant pursuant to 
section 13 of section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the Registration Statement.

      (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed 
to be a new Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

      (4)  That, for purposes of determining any liability under the 
Securities Act of 1933, each filing of the registrant's annual report 
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 
1934 that is incorporated by reference in the Registration Statement shall 
be deemed to be a new Registration Statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

      (5)  To deliver, or cause to be delivered with the prospectus, to each 
person to whom the prospectus is sent or given, the latest annual report to 
security holders that is incorporated by reference in the prospectus and 
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 
14c-3 under the Securities Exchange Act of 1934; and, where interim 
financial information required to be presented by Article 3 of Regulation S-
X are not set forth in the prospectus, to deliver, or cause to be delivered 
to each person to whom the prospectus is sent or given, the latest quarterly 
report that is specifically incorporated by reference in the prospectus to 
provide such interim financial information.

      (6)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions 
(described in item 6), or otherwise, the registrant has been advised that in 
the opinion of the Securities and Exchange Commission such indemnification 
is against public policy as expressed in the Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against such 
liabilities (other than the payment by the registrant of expenses incurred 
or paid by a director, officer or controlling person of the registrant in 
the successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the opinion of 
its counsel the matter has been settled by controlling precedent, submit to 
a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.


                                 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Burlington, State of Vermont, on October 17, 1997.

                                       BANKNORTH GROUP, INC.



                                       By: /s/ William H. Chadwick
                                           ----------------------------------
                                               William H. Chadwick, President
                                               and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.


Signature                   Title                   Date
---------                   -----                   ----


/s/ William H. Chadwick     President, Chief        10/17/97
------------------------    Executive Officer,      --------
William H. Chadwick         and Director

/s/ Thomas J. Pruitt        Executive Vice          10/17/97
------------------------    President and Chief     --------
Thomas J. Pruitt            Financial Officer

/s/ Neal E. Robinson        Treasurer and           10/17/97
------------------------    Principal Accounting    --------
Neal E. Robinson            Officer

/s/ Thomas J. Amidon        Director                10/17/97
------------------------                            --------
Thomas J. Amidon

/s/ Jacqueline D. Arthur    Director                10/17/97
------------------------                            --------
Jacqueline D. Arthur

/s/ Robert A. Carrara       Director                10/17/97
------------------------                            --------
Robert A. Carrara

/s/ Susan C. Crampton       Director                10/17/97
------------------------                            --------
Susan C. Crampton

/s/ Richard J. Fleming      Director                10/17/97
------------------------                            --------
Richard J. Fleming

/s/ Luther F. Hackett       Director                10/17/97
------------------------                            --------
Luther F. Hackett

/s/ Kathleen Hoisington     Director                10/17/97
------------------------                            --------
Kathleen Hoisington

/s/ Richard M. Narkewicz    Director                10/17/97
------------------------                            --------
Richard M. Narkewicz

/s/ John B. Packard         Director                10/17/97
------------------------                            --------
John B. Packard

/s/ R. Allan Paul           Director                10/17/97
------------------------                            --------
R. Allan Paul

/s/ Angelo P. Pizzagalli    Director                10/17/97
------------------------                            --------
Angelo P. Pizzagalli

/s/ Thomas P. Salmon        Director                10/17/97
------------------------                            --------
Thomas P. Salmon



                               EXHIBIT LISTING
                               ---------------

Exhibit 4 -   Banknorth Group, Inc. 1997 Equity Compensation Plan.

Exhibit 5 -   Opinion and consent of Primmer & Piper, P.C. re validity of 
              the shares of Common Stock and associated Common Stock 
              Purchase Rights.

Exhibit 15 -  Letter of KPMG Peat Marwick LLP re unaudited interim financial 
              information.

Exhibit 23 -  (i) Consent of KPMG Peat Marwick LLP.
              (ii) Consent of Primmer & Piper, P.C. (contained in Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 17453}]
{"company-data": {"conformed-name": "BANKNORTH GROUP INC /NEW/ /DE/", "cik": "0000851105", "assigned-sic": "6021", "irs-number": "030321189", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38349", "film-number": "97698680"}, "business-address": {"street1": "300 FINANCIAL PLAZA", "street2": "P O BOX 5420", "city": "BURLINGTON", "state": "VT", "zip": "05401", "phone": "8026589959"}, "mail-address": {"street1": "PO BOX 5420", "city": "BUJRLINGTON", "state": "VT", "zip": "05401"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                          _________________________
                                  FORM S-8
                           REGISTRATION STATEMENT
                     UNDER   THE SECURITIES ACT OF 1933
                          _________________________

                            BANKNORTH GROUP, INC.
           (Exact name of registrant as specified in its charter)
              Delaware                               03-0321189
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)

       300 Financial Plaza, P.O. Box 5420, Burlington, VT  05401-5420
                  (Address of Principal Executive Offices)

             Banknorth Group, Inc. 1997 Equity Compensation Plan
                          (Full title of the plan)

Mr. William H. Chadwick                With copy to:
President and Chief Executive Officer  Denise J. Deschenes, Esq.
Banknorth Group, Inc.                  Primmer & Piper, P.C.
300 Financial Plaza, P.O. Box 5420     52 Summer Street, P.O. Box 159
Burlington, VT  05401-5420             St. Johnsbury, VT 05819
                   (Name and address of agent for service)

                               (802) 658-9959
        (Telephone number, including area code, of agent for service)

                       Calculation of Registration Fee
Proposed              Proposed maximum
Title of securities    Amount to be     maximum offering      aggregate offering    Amount of
to be registered       registered(1)    price per unit (2)    price(2)              registration fee
____________________________________________________________________________________________________
Common Stock,
par value $1.00        525,000 shs.     $57.375               $30,121,875           $9,128
Includes associated rights (the "Rights") to purchase Common Stock.  
      Until the occurrence of certain prescribed events, none of which has 
      occurred, the Rights are not exercisable, are evidenced by the 
      certificates representing the Common Stock, and will be transferred 
      along with, and only with, the Common Stock.  Pursuant to Rules 416(a) 
      and (b), this registration statement is also intended to cover such 
      number of additional shares of the Company's common stock and 
      associated rights as may be necessary to prevent dilution of the 
      shares initially registered hereby resulting from stock splits or 
      stock dividends, if any, occurring after the effective date of this 
      registration statement.
Estimated solely for the purposes of calculating the registration fee, 
      and based on the closing price of the Company's Common Stock on 
      October 17, 1997, as reported in the NASDAQ National Market System..
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

[Omitted from this filing in accordance with the Note to Part I of Form S-8]

                                   PART II
                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

      The following documents, filed with the Securities and Exchange 
Commission (the "Commission") are hereby incorporated by reference into this 
Registration Statement;

            (1)  The Company's Annual Report on Form 10-K, as amended by 
      Form 10-K/A, for the year ended December 31, 1996; 

            (2)  The Company's Quarterly Reports on Form 10-Q for the 
      quarters ended March 31 and June 30, 1997;

            (3)  The Company's Current Report on Form 8-K filed on April 14, 
      1997; and 

            (4)  The description of the Company's Common Stock, $1.00 par 
      value, and associated Common Stock Purchase Rights, contained in the 
      Company's Current Report on Form 8-K dated November 30, 1989, as 
      amended, and in its Registration Statement on Form 8-A dated November 
      29, 1990, as amended.

      In addition, all documents subsequently filed by the Company pursuant 
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 
prior to the filing of a post-effective amendment which indicates that all 
securities offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed to be incorporated by reference in the 
Registration Statement and to be part thereof from the date of filing of 
such documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law authorizes a court 
to award, or a corporation's board of directors to grant, indemnity to 
directors and officers in terms sufficiently broad to permit such 
indemnification under certain circumstances for liability (including 
reimbursement for expenses incurred) arising under the Securities Act of 
1933, as amended.  In addition, the Certificate of Incorporation of 
Banknorth Group, Inc. contains the following provisions relating to 
indemnification of directors and officers:

      ELEVENTH:  The Corporation shall indemnify each director and officer 
of the Corporation, his or her heirs, executors and administrators, and may 
indemnify each employee and agent of the Corporation, his or her heirs, 
executors, administrators and all other persons whom the Corporation is 
authorized to indemnify under the provisions of the General Corporation Law 
of the State of Delaware, to the extent permitted by law (a) against all 
expenses (including attorney's fees), judgments, fines and amounts paid in 
settlement actually and reasonably incurred by him or her in connection with 
any action, suit or proceeding, whether civil, criminal, administrative or 
investigative, or in connection with any appeal therein, or otherwise, and 
(b) against all expenses (including attorney's fees) actually and reasonably 
incurred by him or her in connection with any appeal therein, or otherwise; 
and no provision of this Article Eleventh is intended to be construed as 
limiting, prohibiting, denying or abrogating any of the general or specific 
powers or rights conferred by the General Corporation Law of the State of 
Delaware upon the Corporation to furnish, or upon any court to award, such 
indemnification, or indemnification as otherwise authorized pursuant to the 
General Corporation Law of the State of Delaware or any other law now or 
hereafter in effect.

      The Board of Directors of the Corporation may, in its discretion, 
authorize the Corporation to purchase and maintain insurance on behalf of 
any person who is or was a director, officer, employee or agent of the 
Corporation, or is or was serving at the request of the Corporation, 
partnership, joint venture, trust or other enterprise against any liability 
asserted against him or her or incurred by him or her in any such capacity, 
or arising out of his or her status as such, whether or not the Corporation 
would have the power to indemnify him or her against such liability under 
the foregoing paragraph of this Article Eleventh.

      TWELFTH:  No director of the Corporation shall be personally liable to 
the Corporation or to any of its stockholders for monetary damages for 
breach of fiduciary duty as a director, notwithstanding any provision of law 
imposing such liability; provided, however, that to the extent required from 
time to time by applicable law, this provision shall not eliminate the 
liability of a director, to the extent such liability is provided by 
applicable law, (i) for any breach of the director's duty of loyalty to the 
Corporation or its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law, 
(iii) under Section 174 of Title 8 of the Delaware code, or (iv) for any 
transaction from which the director derived an improper personal benefit.  
No amendment to or repeal of this Article Twelfth shall apply to or have any 
effect on the liability or alleged liability of any director of the 
Corporation for or with respect to any acts or omissions of such director 
occurring prior to the effective date of such amendment or repeal.

In addition, Banknorth maintains a directors' and officers' liability 
insurance policy.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      (a)  The following documents are filed as Exhibits to this 
Registration Statement:

Exhibit 4 -   Banknorth Group, Inc. 1997 Equity Compensation Plan.

Exhibit 5 -   Opinion and consent of Primmer & Piper, P.C. re validity of 
              the shares of Common Stock and associated Common Stock Purchase
              Rights.

Exhibit 15 -  Letter of KPMG Peat Marwick LLP re unauditred interim 
              financial information.

Exhibit 23 -  (i)   Consent of KPMG Peat Marwick LLP.
              (ii)  Consent of Primmer & Piper, P.C. (contained in Exhibit 5)

      (b)  Not applicable.

Item 9.  Undertakings.

      The undersigned registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

            (i)  To include any prospectus required by section 10(a)(3) of 
      the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising 
      after the effective date of the Registration Statement (or the most 
      recent post-effective amendment thereof) which, individually or in the 
      aggregate, represent a fundamental change in the information set forth 
      in the Registration Statement;

            (iii)  To include any material information with respect to the 
      plan of distribution not previously disclosed in the Registration 
      Statement or any material change to such information in the 
      Registration Statement; 

      Provided, however, that with respect to paragraphs (a)(1)(i) and 
(a)(1)(ii), this undertaking is limited to information required to be 
included in a post-effective amendment by those paragraphs and which is not 
otherwise contained in periodic reports filed by the registrant pursuant to 
section 13 of section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the Registration Statement.

      (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed 
to be a new Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

      (4)  That, for purposes of determining any liability under the 
Securities Act of 1933, each filing of the registrant's annual report 
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 
1934 that is incorporated by reference in the Registration Statement shall 
be deemed to be a new Registration Statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

      (5)  To deliver, or cause to be delivered with the prospectus, to each 
person to whom the prospectus is sent or given, the latest annual report to 
security holders that is incorporated by reference in the prospectus and 
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 
14c-3 under the Securities Exchange Act of 1934; and, where interim 
financial information required to be presented by Article 3 of Regulation S-
X are not set forth in the prospectus, to deliver, or cause to be delivered 
to each person to whom the prospectus is sent or given, the latest quarterly 
report that is specifically incorporated by reference in the prospectus to 
provide such interim financial information.

      (6)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions 
(described in item 6), or otherwise, the registrant has been advised that in 
the opinion of the Securities and Exchange Commission such indemnification 
is against public policy as expressed in the Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against such 
liabilities (other than the payment by the registrant of expenses incurred 
or paid by a director, officer or controlling person of the registrant in 
the successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the opinion of 
its counsel the matter has been settled by controlling precedent, submit to 
a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.

                                 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Burlington, State of Vermont, on October 17, 1997.

                                       BANKNORTH GROUP, INC.

                                       By: /s/ William H. Chadwick
                                           ----------------------------------
                                               William H. Chadwick, President
                                               and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.

Signature                   Title                   Date
---------                   -----                   ----

/s/ William H. Chadwick     President, Chief        10/17/97
------------------------    Executive Officer,      --------
William H. Chadwick         and Director

/s/ Thomas J. Pruitt        Executive Vice          10/17/97
------------------------    President and Chief     --------
Thomas J. Pruitt            Financial Officer

/s/ Neal E. Robinson        Treasurer and           10/17/97
------------------------    Principal Accounting    --------
Neal E. Robinson            Officer

/s/ Thomas J. Amidon        Director                10/17/97
------------------------                            --------
Thomas J. Amidon

/s/ Jacqueline D. Arthur    Director                10/17/97
------------------------                            --------
Jacqueline D. Arthur

/s/ Robert A. Carrara       Director                10/17/97
------------------------                            --------
Robert A. Carrara

/s/ Susan C. Crampton       Director                10/17/97
------------------------                            --------
Susan C. Crampton

/s/ Richard J. Fleming      Director                10/17/97
------------------------                            --------
Richard J. Fleming

/s/ Luther F. Hackett       Director                10/17/97
------------------------                            --------
Luther F. Hackett

/s/ Kathleen Hoisington     Director                10/17/97
------------------------                            --------
Kathleen Hoisington

/s/ Richard M. Narkewicz    Director                10/17/97
------------------------                            --------
Richard M. Narkewicz

/s/ John B. Packard         Director                10/17/97
------------------------                            --------
John B. Packard

/s/ R. Allan Paul           Director                10/17/97
------------------------                            --------
R. Allan Paul

/s/ Angelo P. Pizzagalli    Director                10/17/97
------------------------                            --------
Angelo P. Pizzagalli

/s/ Thomas P. Salmon        Director                10/17/97
------------------------                            --------
Thomas P. Salmon

                               EXHIBIT LISTING
                               ---------------

Exhibit 4 -   Banknorth Group, Inc. 1997 Equity Compensation Plan.

Exhibit 5 -   Opinion and consent of Primmer & Piper, P.C. re validity of 
              the shares of Common Stock and associated Common Stock 
              Purchase Rights.

Exhibit 15 -  Letter of KPMG Peat Marwick LLP re unaudited interim financial 
              information.

Exhibit 23 -  (i) Consent of KPMG Peat Marwick LLP.
              (ii) Consent of Primmer & Piper, P.C. (contained in Exhibit 5).