content: <PAGE>   1
  
  
  
                                                       Registration No. 333-______
                                                       Filed May 12, 2000
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
       Banknorth Group, Inc. (formerly Peoples Heritage Financial Group, Inc.)
  --------------------------------------------------------------------------------
      (Exact Name of Registrant as specified in its Articles of Incorporation)
  
          Maine                                             01-0437984
  ------------------------                       ---------------------------------
  (State of incorporation)                       (IRS Employer Identification No.)
  
  
                                    P.O. Box 9540
                                 One Portland Square
                             Portland, Maine 04112-9540
  --------------------------------------------------------------------------------
            (Address of principal executive offices, including zip code)
  
  
            Amended and Restated 1995 Stock Option Plan for Non-employee
            Directors; Options to purchase Common Stock of the Registrant
                       issued by the Registrant pursuant to an
         Agreement and Plan of Merger, dated as of June 1, 1999, as amended,
               between the Registrant and Banknorth Group, Inc. ("Old
                  Banknorth")(the "Agreement"), upon conversion of
            outstanding options to purchase Common Stock of Old Banknorth
          issued by Old Banknorth under its 1997 Equity Compensation Plan,
              its Comprehensive Long-Term Executive Incentive Plan, the
      Amended and Restated 1995 Stock Incentive Plan of Evergreen Bancorp, Inc.
    ("Evergreen") and the 1995 Directors Stock Option Plan of Evergreen; and the
         Amended and Restated 1994 Deferred Compensation Plan for Directors
               and Selected Executives of Old Banknorth adopted by the
                        Registrant pursuant to the Agreement
  --------------------------------------------------------------------------------
                             (Full Titles of the Plans)
  
  William J. Ryan                            Copies to:
  Chairman, President and                    Gerard L. Hawkins, Esq.
    Chief Executive Officer                  Elias, Matz, Tiernan & Herrick L.L.P.
  Banknorth Group, Inc.                      734 15th Street, N.W.
  P.O. Box 9540                              Washington, D.C.  20005
  One Portland Square                       (202) 347-0300
  Portland, Maine 04112-9540
  (207) 761-8500
  --------------------------------------
  (Name, address and telephone number of
  agent for service)
  
  
                       Index to Exhibits is located on page 6
  
  
  
  <PAGE>   2
  
  
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  -----------------------------------------------------------------------------------------------------------------
         Title of
        Securities                 Amount           Proposed Maximum         Proposed Maximum
           to be                    to be            Offering Price              Aggregate             Amount of
        Registered            Registered(1)(2)          Per Share             Offering Price      Registration Fee
  -----------------------------------------------------------------------------------------------------------------
  <S>                          <C>                      <C>                    <C>                   <C>
  Common Stock,                530,000(3)               $13.469(6)             $7,138,570(6)        $ 1,884.58
   par value $.01
  
  
  Common Stock,              2,392,850(4)                12.796(7)             30,618,908(7)          8,083.39
  par value $.01
  
  Common Stock,                 20,000(5)                13.469(6)                269,380(6)             71.12
  par value $.01
  
        Total                2,942,850                                        $38,026,858           $10,039.09
                             =========                                        ===========           ==========
  
  ------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  (1) Together with an indeterminate number of additional shares which may be
  necessary to adjust the number of shares of common stock, par value $.01 per
  share ("Common Stock"), of Banknorth Group, Inc., a Maine corporation formerly
  known as Peoples Heritage Financial Group, Inc. (the "Company" or "Registrant"),
  registered hereby as a result of a stock split, stock dividend or similar
  adjustment of the outstanding Common Stock.
  
  (2) Preferred stock purchase rights will be distributed without charge with
  respect to each share of Common Stock of the Company registered hereby.
  
  (3) Represents the additional shares of Common Stock of the Company reserved for
  issuance pursuant to the Company's Amended and Restated 1995 Stock Option Plan
  for Non-employee Directors ("1995 Plan") pursuant to an amendment to the 1995
  Plan adopted in February 2000 and approved by stockholders of the Company at the
  2000 Annual Meeting of Stockholders.
  
  (4) Represents the number of shares of Common Stock of the Company reserved for
  issuance as a result of the conversion of options to purchase common stock of
  Banknorth Group, Inc., a Delaware Corporation ("Old Banknorth"), into options to
  purchase Common Stock of the Company pursuant to an Agreement and Plan of
  Merger, dated as of June 1, 1999, as amended, between the Company and Old
  Banknorth (the "Agreement").
  
  
                                         2
  
  <PAGE>   3
  
  
  
  (5) Represents the number of shares of Common Stock of the Company reserved for
  issuance pursuant to the Old Banknorth Amended and Restated 1994 Deferred
  Compensation Plan for Directors and Selected Executives (the "Deferred
  Compensation Plan") adopted by the Company pursuant to the Agreement. In
  addition, pursuant to Rule 416 (c) under the Securities Act of 1933, as amended
  ("Securities Act"), also includes an indeterminate amount of interests to be
  offered or sold pursuant to the Deferred Compensation Plan.
  
  (6) Estimated solely for the purpose of calculating the registration fee, which
  has been calculated pursuant to Rule 457(c) promulgated under the Securities
  Act. The Proposed Maximum Offering Price Per Share is equal to the average of
  the high and low sales prices of the Common Stock on May 8, 2000 as reported by
  the Nasdaq Stock Market.
  
  (7) Estimated solely for the purpose of calculating the registration fee, which
  has been calculated pursuant to Rule 457(h) promulgated under the Securities
  Act. The Proposed Maximum Offering Price Per Share is equal to the weighted
  average exercise price for the options, as converted, to purchase shares of
  Common Stock.
                             --------------------------
  
           This Registration Statement shall become effective automatically upon
  the date of filing in accordance with Section 8(a) of the Securities Act and 17
  C.F.R. ss. 230.462.
  
  
                                         3
  
  <PAGE>   4
  
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed or to be filed with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
                   (a)    The Company's Annual Report on Form 10-K for the year
           ended December 31, 1999.
  
                   (b)    All reports filed by the Company pursuant to Section 13
           (a) or 15(d) of the Securities Exchange Act of 1934, as amended
           ("Exchange Act"), since the end of the fiscal year covered by the
           Form 10-K referred to in clause (a) above.
  
                   (c)    The description of the Common Stock of the Company
           contained in the Company's Registration Statement on Form S-4 (File No.
           333-95587) filed with the Commission on January 28, 2000.
  
                   (d)    All documents filed by the Company pursuant to Sections
           13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
           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.
  
           Any statement contained in this Registration Statement, or in a
  document incorporated or deemed to be incorporated by reference herein, shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein, or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference
  herein, modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4.          DESCRIPTION OF SECURITIES.
  
           Not applicable because the Common Stock is registered under Section 12
  of the Exchange Act.
  
  ITEM. 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  
  
  
                                         4
  
  
  <PAGE>   5
  
  
  
  ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 719 of the MBCA sets forth certain circumstances under which
  directors, officers, employees and agents may be indemnified against liability
  which they may incur in their capacity as such. Indemnification may be provided
  against expenses, including attorneys' fees, judgments, fines and amounts paid
  in settlement actually and reasonably incurred; provided that no indemnification
  may be provided with respect to any matter where such person shall have been
  finally adjudicated (i) not to have acted honestly or in the reasonable belief
  that such action was in or not opposed to the best interests of the corporation
  or its shareholders, or (ii) with respect to any criminal action, to have had
  reasonable cause to believe such conduct was unlawful. A corporation may not
  indemnify a person with respect to any action or matter by or in the right of
  the corporation as to which that person is finally adjudicated to be liable to
  the corporation unless the court in which the action was brought determines
  that, in view of all the circumstances, that person is fairly and reasonably
  entitled to indemnity for such amounts as the court deems reasonable. To the
  extent such person has been successful on the merits or otherwise in defense of
  such action, that person shall be entitled to indemnification. Any
  indemnification, unless ordered by a court or required in the corporation's
  bylaws, shall be made only as authorized in the specific case upon a
  determination by the board of directors that indemnification is proper in the
  circumstances and in the best interests of the corporation. Expenses incurred in
  defending an action may be paid by the corporation in advance of the final
  disposition of that action upon a determination made that the person seeking
  indemnification satisfied the standard of conduct required for indemnification
  and receipt by the corporation of a written undertaking by or on behalf of such
  person to repay that amount if that person is finally adjudicated to not have
  met such standard or not be entitled to such indemnification. In addition,
  Section 719 of the MBCA provides that a corporation may purchase and maintain
  insurance on behalf of directors, officers, employees and agents against
  liability whether or not the corporation would have the power to indemnify such
  person against liability under such section. See Title 13-A Maine Revised
  Statutes Annotated ss.719.
  
           Article VI of the Bylaws of the Company provides that the directors,
  officers, employees and agents of the Company shall be indemnified to the full
  extent permitted by the MBCA. Such indemnity shall extend to expenses, including
  attorney's fees, judgments, fines and amounts paid in the settlement,
  prosecution or defense of the foregoing actions. Directors and officers also may
  be indemnified pursuant to the terms of various employee benefit plans of the
  Company. In addition, the Company carries a liability insurance policy for its
  directors and officers.
  
  ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable because no restricted securities will be reoffered or
  resold pursuant to this Registration Statement.
  
  
  
  
  
                                         5
  <PAGE>   6
  
  
  
  ITEM 8.          EXHIBITS
  
           The following exhibits are filed with or incorporated by reference into
  this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
  in Item 601 of Regulation S-K):
  <TABLE>
  <CAPTION>
  
      NO.         EXHIBIT                                                            PAGE
      ---         -------                                                            ----
  
  <S>             <C>                                                                <C>
      4           Common Stock Certificate                                           (1)
  
      5           Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
                   as to the legality of the securities                              E-1
  
      23.1        Consent of Elias, Matz, Tiernan & Herrick L.L.P.
                   (contained in the opinion included as Exhibit 5)                  --
  
      23.2        Consent of KPMG LLP                                                E-3
  
      24          Power of attorney for any subsequent amendments
                   (located in the signature pages of this
                   Registration Statement).                                          -
  
      99.1        Amended and Restated 1995 Stock Option Plan for                    E-4
                  Non-employee Directors
  
      99.2        Banknorth Group, Inc. 1997 Equity Compensation Plan                (2)
  
      99.3        Banknorth Group, Inc. Comprehensive Long-Term
                  Executive Incentive Plan                                           (3)
  
      99.4        Amended and Restated 1995 Stock Incentive Plan
                  of Evergreen Bancorp, Inc.                                         (4)
  
      99.5        1995 Directors Stock Option Plan of Evergreen Bancorp, Inc.        (5)
  
      99.6        Amendment No. 1 to 1995 Directors Stock Option Plan of
                  Evergreen Bancorp, Inc.                                            (4)
  
      99.7        Banknorth Group, Inc. Amended and Restated 1994 Deferred
                  Compensation Plan for Directors and Selected Executives            (6)
  </TABLE>
  
  ------------------------
      (1)         Incorporated by reference from the Company's Registration
                  Statement on Form S-4 (File No. 333-95587) filed with the
                  Commission on January 28, 2000.
  
      (2)         Incorporated by reference from the Registration Statement on
                  Form S-3 (File No. 33-80273) filed by Banknorth Group, Inc. with
                  the Commission on December 11, 1995, as amended.
  
  
  
  
                                         6
  
  <PAGE>   7
  
  
  
      (3)         Incorporated by reference from the Registration Statement on
                  Form S-8 (File No. 333-38349) filed by Banknorth Group, Inc.,
                  with the Commission on October 21, 1997.
  
      (4)         Incorporated by reference from the Annual Report on Form 10-K
                  for the year ended December 31, 1997 filed by Evergreen Bancorp,
                  Inc. (File No. 0-10275) with the Commission on March 31, 1998.
  
      (5)         Incorporated by reference from the Registration Statement on
                  Form S-8 (File No. 333-50115) filed by Evergreen Bancorp, Inc.
                  with the Commission on April 15, 1998.
  
      (6)         Incorporated by reference from the Registration Statement on
                  Form S-8 (File No. 333-38353) filed by Banknorth Group, Inc.
                  with the Commission on October 21, 1997.
  
  
  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, and (iii) to include
  any material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change in such
  information in the Registration Statement; provided, however, that clauses (i)
  and (ii) do not apply if the information required to be included in a
  post-effective amendment by those clauses is contained in periodic reports filed
  by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
  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 the 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 Exchange Act 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.
  
  
  
                                         7
  
  <PAGE>   8
  
  
  
           5.     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 or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 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 Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                         8
  <PAGE>   9
  
  
  
                                     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 Portland, State of Maine, on this 11th day of May
  2000.
  
                                    BANKNORTH GROUP, INC.
  
  
                                    By: /s/ William J. Ryan
                                        ------------------------------------------
                                        William J. Ryan, Chairman, 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. Each person whose signature appears below
  hereby makes, constitutes and appoints William J. Ryan his or her true and
  lawful attorney, with full power to sign for such person and in such person's
  name and capacity indicated below, and with full power of substitution any and
  all amendments to this Registration Statement, hereby ratifying and confirming
  such person's signature as it may be signed by said attorney to any and all
  amendments.
  
  /s/ Thomas J. Amidon                                          May 5, 2000
  -----------------------------------
  Thomas J. Amidon
  Director
  
  /s/ Gary G. Bahre                                             May 5, 2000
  ----------------------------------
  Gary G. Bahre
  Director
  
  /s/ P. Kevin Condron                                          May 11, 2000
  ----------------------------------
  P. Kevin Condron
  Director
  
  /s/ Susan C. Crampton                                         May 8, 2000
  ----------------------------------
  Susan C. Crampton
  Director
  
  /s/ George W. Dougan                                          May 11, 2000
  ----------------------------------
  George W. Dougan
  Director
  
  /s/ Katherine M. Greenleaf                                    May 5, 2000
  ----------------------------------
  Katherine M. Greenleaf
  Director
  
  
                                         9
  
  <PAGE>   10
  
  
  
  /s/ Luther F. Hackett                                         May 11, 2000
  ----------------------------------
  Luther F. Hackett
  Director
  
  /s/ Douglas S. Hatfield                                       May 5, 2000
  ----------------------------------
  Douglas S. Hatfield
  Director
  
  /s/ David D. Hindle                                           May 8, 2000
  ----------------------------------
  David D. Hindle
  Director
  
  /s/ Dana S. Levensen                                          May 11, 2000
  ----------------------------------
  Dana S. Levensen
  Director
  
  /s/ Philip A. Mason                                           May 9, 2000
  ----------------------------------
  Philip A. Mason
  Director
  
  /s/ John M. Naughton                                          May 5, 2000
  ----------------------------------
  John M. Naughton
  Director
  
  /s/ Malcolm W. Philbrook, Jr.                                 May 5, 2000
  ----------------------------------
  Malcolm W. Philbrook, Jr.
  Director
  
  ----------------------------------
  Angelo P. Pizzagalli
  Director
  
  /s/ Pamela Plumb                                              May 11, 2000
  ----------------------------------
  Pamela Plumb
  Director
  
  /s/ Seth A. Resnicoff                                         May 8, 2000
  ----------------------------------
  Seth A. Resnicoff
  Director
  
  /s/ William J. Ryan                                           May 11, 2000
  ----------------------------------
  William J. Ryan
  Chairman, President and Chief
    Executive Officer
  (principal executive officer)
  
  
  
                                         10
  
  <PAGE>   11
  
  
  
  /s/ Curtis M. Scribner                                        May 8, 2000
  ----------------------------------
  Curtis M. Scribner
  Director
  
  /s/ Paul R. Shea                                              May 11, 2000
  ----------------------------------
  Paul R. Shea
  Director
  
  /s/John E. Veasey                                             May 11, 2000
  ----------------------------------
  John E. Veasey
  Director
  
  /s/ Peter J. Verrill                                          May 11, 2000
  ----------------------------------
  Peter J. Verrill
  Executive Vice President, Chief
    Financial Officer and Treasurer
   (principal financial and accounting officer)
  
  
  /s/ Patrick E. Welch                                          May 11, 2000
  ----------------------------------
  Patrick E. Welch
  Director
  
  
  
  
                                         11
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BANKNORTH GROUP, INC.", "secsgml_size_bytes": 24453}]
metadata_filer: {"company-data": {"conformed-name": "BANKNORTH GROUP INC/ME", "cik": "0000829750", "assigned-sic": "6022", "irs-number": "010437984", "state-of-incorporation": "ME", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36834", "film-number": "627439"}, "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"}, "former-company": {"former-conformed-name": "PEOPLES HERITAGE FINANCIAL GROUP INC", "date-changed": "19920703"}}
text: 1
  
                                                       Registration No. 333-______
                                                       Filed May 12, 2000
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
       Banknorth Group, Inc. (formerly Peoples Heritage Financial Group, Inc.)
  --------------------------------------------------------------------------------
      (Exact Name of Registrant as specified in its Articles of Incorporation)
  
          Maine                                             01-0437984
  ------------------------                       ---------------------------------
  (State of incorporation)                       (IRS Employer Identification No.)
  
                                    P.O. Box 9540
                                 One Portland Square
                             Portland, Maine 04112-9540
  --------------------------------------------------------------------------------
            (Address of principal executive offices, including zip code)
  
            Amended and Restated 1995 Stock Option Plan for Non-employee
            Directors; Options to purchase Common Stock of the Registrant
                       issued by the Registrant pursuant to an
         Agreement and Plan of Merger, dated as of June 1, 1999, as amended,
               between the Registrant and Banknorth Group, Inc. ("Old
                  Banknorth")(the "Agreement"), upon conversion of
            outstanding options to purchase Common Stock of Old Banknorth
          issued by Old Banknorth under its 1997 Equity Compensation Plan,
              its Comprehensive Long-Term Executive Incentive Plan, the
      Amended and Restated 1995 Stock Incentive Plan of Evergreen Bancorp, Inc.
    ("Evergreen") and the 1995 Directors Stock Option Plan of Evergreen; and the
         Amended and Restated 1994 Deferred Compensation Plan for Directors
               and Selected Executives of Old Banknorth adopted by the
                        Registrant pursuant to the Agreement
  --------------------------------------------------------------------------------
                             (Full Titles of the Plans)
  
  William J. Ryan                            Copies to:
  Chairman, President and                    Gerard L. Hawkins, Esq.
    Chief Executive Officer                  Elias, Matz, Tiernan & Herrick L.L.P.
  Banknorth Group, Inc.                      734 15th Street, N.W.
  P.O. Box 9540                              Washington, D.C.  20005
  One Portland Square                       (202) 347-0300
  Portland, Maine 04112-9540
  (207) 761-8500
  --------------------------------------
  (Name, address and telephone number of
  agent for service)
  
                       Index to Exhibits is located on page 6
  2
  
                          CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------
         Title of
        Securities                 Amount           Proposed Maximum         Proposed Maximum
           to be                    to be            Offering Price              Aggregate             Amount of
        Registered            Registered(1)(2)          Per Share             Offering Price      Registration Fee
  -----------------------------------------------------------------------------------------------------------------
  Common Stock,                530,000(3)               $13.469(6)             $7,138,570(6)        $ 1,884.58
   par value $.01
  
  Common Stock,              2,392,850(4)                12.796(7)             30,618,908(7)          8,083.39
  par value $.01
  
  Common Stock,                 20,000(5)                13.469(6)                269,380(6)             71.12
  par value $.01
  
        Total                2,942,850                                        $38,026,858           $10,039.09
                             =========                                        ===========           ==========
  
  ------------------------------------------------------------------------------------------------------------
  (1) Together with an indeterminate number of additional shares which may be
  necessary to adjust the number of shares of common stock, par value $.01 per
  share ("Common Stock"), of Banknorth Group, Inc., a Maine corporation formerly
  known as Peoples Heritage Financial Group, Inc. (the "Company" or "Registrant"),
  registered hereby as a result of a stock split, stock dividend or similar
  adjustment of the outstanding Common Stock.
  
  (2) Preferred stock purchase rights will be distributed without charge with
  respect to each share of Common Stock of the Company registered hereby.
  
  (3) Represents the additional shares of Common Stock of the Company reserved for
  issuance pursuant to the Company's Amended and Restated 1995 Stock Option Plan
  for Non-employee Directors ("1995 Plan") pursuant to an amendment to the 1995
  Plan adopted in February 2000 and approved by stockholders of the Company at the
  2000 Annual Meeting of Stockholders.
  
  (4) Represents the number of shares of Common Stock of the Company reserved for
  issuance as a result of the conversion of options to purchase common stock of
  Banknorth Group, Inc., a Delaware Corporation ("Old Banknorth"), into options to
  purchase Common Stock of the Company pursuant to an Agreement and Plan of
  Merger, dated as of June 1, 1999, as amended, between the Company and Old
  Banknorth (the "Agreement").
  
                                         2
  3
  
  (5) Represents the number of shares of Common Stock of the Company reserved for
  issuance pursuant to the Old Banknorth Amended and Restated 1994 Deferred
  Compensation Plan for Directors and Selected Executives (the "Deferred
  Compensation Plan") adopted by the Company pursuant to the Agreement. In
  addition, pursuant to Rule 416 (c) under the Securities Act of 1933, as amended
  ("Securities Act"), also includes an indeterminate amount of interests to be
  offered or sold pursuant to the Deferred Compensation Plan.
  
  (6) Estimated solely for the purpose of calculating the registration fee, which
  has been calculated pursuant to Rule 457(c) promulgated under the Securities
  Act. The Proposed Maximum Offering Price Per Share is equal to the average of
  the high and low sales prices of the Common Stock on May 8, 2000 as reported by
  the Nasdaq Stock Market.
  
  (7) Estimated solely for the purpose of calculating the registration fee, which
  has been calculated pursuant to Rule 457(h) promulgated under the Securities
  Act. The Proposed Maximum Offering Price Per Share is equal to the weighted
  average exercise price for the options, as converted, to purchase shares of
  Common Stock.
                             --------------------------
  
           This Registration Statement shall become effective automatically upon
  the date of filing in accordance with Section 8(a) of the Securities Act and 17
  C.F.R. ss. 230.462.
  
                                         3
  4
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed or to be filed with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
                   (a)    The Company's Annual Report on Form 10-K for the year
           ended December 31, 1999.
  
                   (b)    All reports filed by the Company pursuant to Section 13
           (a) or 15(d) of the Securities Exchange Act of 1934, as amended
           ("Exchange Act"), since the end of the fiscal year covered by the
           Form 10-K referred to in clause (a) above.
  
                   (c)    The description of the Common Stock of the Company
           contained in the Company's Registration Statement on Form S-4 (File No.
           333-95587) filed with the Commission on January 28, 2000.
  
                   (d)    All documents filed by the Company pursuant to Sections
           13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
           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.
  
           Any statement contained in this Registration Statement, or in a
  document incorporated or deemed to be incorporated by reference herein, shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein, or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference
  herein, modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4.          DESCRIPTION OF SECURITIES.
  
           Not applicable because the Common Stock is registered under Section 12
  of the Exchange Act.
  
  ITEM. 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                         4
  5
  
  ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 719 of the MBCA sets forth certain circumstances under which
  directors, officers, employees and agents may be indemnified against liability
  which they may incur in their capacity as such. Indemnification may be provided
  against expenses, including attorneys' fees, judgments, fines and amounts paid
  in settlement actually and reasonably incurred; provided that no indemnification
  may be provided with respect to any matter where such person shall have been
  finally adjudicated (i) not to have acted honestly or in the reasonable belief
  that such action was in or not opposed to the best interests of the corporation
  or its shareholders, or (ii) with respect to any criminal action, to have had
  reasonable cause to believe such conduct was unlawful. A corporation may not
  indemnify a person with respect to any action or matter by or in the right of
  the corporation as to which that person is finally adjudicated to be liable to
  the corporation unless the court in which the action was brought determines
  that, in view of all the circumstances, that person is fairly and reasonably
  entitled to indemnity for such amounts as the court deems reasonable. To the
  extent such person has been successful on the merits or otherwise in defense of
  such action, that person shall be entitled to indemnification. Any
  indemnification, unless ordered by a court or required in the corporation's
  bylaws, shall be made only as authorized in the specific case upon a
  determination by the board of directors that indemnification is proper in the
  circumstances and in the best interests of the corporation. Expenses incurred in
  defending an action may be paid by the corporation in advance of the final
  disposition of that action upon a determination made that the person seeking
  indemnification satisfied the standard of conduct required for indemnification
  and receipt by the corporation of a written undertaking by or on behalf of such
  person to repay that amount if that person is finally adjudicated to not have
  met such standard or not be entitled to such indemnification. In addition,
  Section 719 of the MBCA provides that a corporation may purchase and maintain
  insurance on behalf of directors, officers, employees and agents against
  liability whether or not the corporation would have the power to indemnify such
  person against liability under such section. See Title 13-A Maine Revised
  Statutes Annotated ss.719.
  
           Article VI of the Bylaws of the Company provides that the directors,
  officers, employees and agents of the Company shall be indemnified to the full
  extent permitted by the MBCA. Such indemnity shall extend to expenses, including
  attorney's fees, judgments, fines and amounts paid in the settlement,
  prosecution or defense of the foregoing actions. Directors and officers also may
  be indemnified pursuant to the terms of various employee benefit plans of the
  Company. In addition, the Company carries a liability insurance policy for its
  directors and officers.
  
  ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable because no restricted securities will be reoffered or
  resold pursuant to this Registration Statement.
  
                                         5
  6
  
  ITEM 8.          EXHIBITS
  
           The following exhibits are filed with or incorporated by reference into
  this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
  in Item 601 of Regulation S-K):
  NO.         EXHIBIT                                                            PAGE
      ---         -------                                                            ----
  4           Common Stock Certificate                                           (1)
  
      5           Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
                   as to the legality of the securities                              E-1
  
      23.1        Consent of Elias, Matz, Tiernan & Herrick L.L.P.
                   (contained in the opinion included as Exhibit 5)                  --
  
      23.2        Consent of KPMG LLP                                                E-3
  
      24          Power of attorney for any subsequent amendments
                   (located in the signature pages of this
                   Registration Statement).                                          -
  
      99.1        Amended and Restated 1995 Stock Option Plan for                    E-4
                  Non-employee Directors
  
      99.2        Banknorth Group, Inc. 1997 Equity Compensation Plan                (2)
  
      99.3        Banknorth Group, Inc. Comprehensive Long-Term
                  Executive Incentive Plan                                           (3)
  
      99.4        Amended and Restated 1995 Stock Incentive Plan
                  of Evergreen Bancorp, Inc.                                         (4)
  
      99.5        1995 Directors Stock Option Plan of Evergreen Bancorp, Inc.        (5)
  
      99.6        Amendment No. 1 to 1995 Directors Stock Option Plan of
                  Evergreen Bancorp, Inc.                                            (4)
  
      99.7        Banknorth Group, Inc. Amended and Restated 1994 Deferred
                  Compensation Plan for Directors and Selected Executives            (6)
  ------------------------
      (1)         Incorporated by reference from the Company's Registration
                  Statement on Form S-4 (File No. 333-95587) filed with the
                  Commission on January 28, 2000.
  
      (2)         Incorporated by reference from the Registration Statement on
                  Form S-3 (File No. 33-80273) filed by Banknorth Group, Inc. with
                  the Commission on December 11, 1995, as amended.
  
                                         6
  7
  
      (3)         Incorporated by reference from the Registration Statement on
                  Form S-8 (File No. 333-38349) filed by Banknorth Group, Inc.,
                  with the Commission on October 21, 1997.
  
      (4)         Incorporated by reference from the Annual Report on Form 10-K
                  for the year ended December 31, 1997 filed by Evergreen Bancorp,
                  Inc. (File No. 0-10275) with the Commission on March 31, 1998.
  
      (5)         Incorporated by reference from the Registration Statement on
                  Form S-8 (File No. 333-50115) filed by Evergreen Bancorp, Inc.
                  with the Commission on April 15, 1998.
  
      (6)         Incorporated by reference from the Registration Statement on
                  Form S-8 (File No. 333-38353) filed by Banknorth Group, Inc.
                  with the Commission on October 21, 1997.
  
  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, and (iii) to include
  any material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change in such
  information in the Registration Statement; provided, however, that clauses (i)
  and (ii) do not apply if the information required to be included in a
  post-effective amendment by those clauses is contained in periodic reports filed
  by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
  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 the 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 Exchange Act 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.
  
                                         7
  8
  
           5.     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 or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 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 Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
                                         8
  9
  
                                     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 Portland, State of Maine, on this 11th day of May
  2000.
  
                                    BANKNORTH GROUP, INC.
  
                                    By: /s/ William J. Ryan
                                        ------------------------------------------
                                        William J. Ryan, Chairman, 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. Each person whose signature appears below
  hereby makes, constitutes and appoints William J. Ryan his or her true and
  lawful attorney, with full power to sign for such person and in such person's
  name and capacity indicated below, and with full power of substitution any and
  all amendments to this Registration Statement, hereby ratifying and confirming
  such person's signature as it may be signed by said attorney to any and all
  amendments.
  
  /s/ Thomas J. Amidon                                          May 5, 2000
  -----------------------------------
  Thomas J. Amidon
  Director
  
  /s/ Gary G. Bahre                                             May 5, 2000
  ----------------------------------
  Gary G. Bahre
  Director
  
  /s/ P. Kevin Condron                                          May 11, 2000
  ----------------------------------
  P. Kevin Condron
  Director
  
  /s/ Susan C. Crampton                                         May 8, 2000
  ----------------------------------
  Susan C. Crampton
  Director
  
  /s/ George W. Dougan                                          May 11, 2000
  ----------------------------------
  George W. Dougan
  Director
  
  /s/ Katherine M. Greenleaf                                    May 5, 2000
  ----------------------------------
  Katherine M. Greenleaf
  Director
  
                                         9
  10
  
  /s/ Luther F. Hackett                                         May 11, 2000
  ----------------------------------
  Luther F. Hackett
  Director
  
  /s/ Douglas S. Hatfield                                       May 5, 2000
  ----------------------------------
  Douglas S. Hatfield
  Director
  
  /s/ David D. Hindle                                           May 8, 2000
  ----------------------------------
  David D. Hindle
  Director
  
  /s/ Dana S. Levensen                                          May 11, 2000
  ----------------------------------
  Dana S. Levensen
  Director
  
  /s/ Philip A. Mason                                           May 9, 2000
  ----------------------------------
  Philip A. Mason
  Director
  
  /s/ John M. Naughton                                          May 5, 2000
  ----------------------------------
  John M. Naughton
  Director
  
  /s/ Malcolm W. Philbrook, Jr.                                 May 5, 2000
  ----------------------------------
  Malcolm W. Philbrook, Jr.
  Director
  
  ----------------------------------
  Angelo P. Pizzagalli
  Director
  
  /s/ Pamela Plumb                                              May 11, 2000
  ----------------------------------
  Pamela Plumb
  Director
  
  /s/ Seth A. Resnicoff                                         May 8, 2000
  ----------------------------------
  Seth A. Resnicoff
  Director
  
  /s/ William J. Ryan                                           May 11, 2000
  ----------------------------------
  William J. Ryan
  Chairman, President and Chief
    Executive Officer
  (principal executive officer)
  
                                         10
  11
  
  /s/ Curtis M. Scribner                                        May 8, 2000
  ----------------------------------
  Curtis M. Scribner
  Director
  
  /s/ Paul R. Shea                                              May 11, 2000
  ----------------------------------
  Paul R. Shea
  Director
  
  /s/John E. Veasey                                             May 11, 2000
  ----------------------------------
  John E. Veasey
  Director
  
  /s/ Peter J. Verrill                                          May 11, 2000
  ----------------------------------
  Peter J. Verrill
  Executive Vice President, Chief
    Financial Officer and Treasurer
   (principal financial and accounting officer)
  
  /s/ Patrick E. Welch                                          May 11, 2000
  ----------------------------------
  Patrick E. Welch
  Director
  
                                         11