content: <PAGE>   1
  
  
  
  
  
                                                        Registration No. 333-_____
                                                        Filed December 9, 1996
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                               ----------------------
  
                       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)
  
  
  
       Options Granted by Family Bancorp under its 1986 Incentive and Nonqualified
  Stock Option Plan, its 1986 Nonemployees Nonqualified Stock Option Plan and its
  1995 Incentive and Nonqualified Stock Option Plan and Converted into Options of
  the Registrant.
       Non-Plan Options Granted by Family Bancorp and Converted into Options of 
  the Registrant
  --------------------------------------------------------------------------------
                             (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.
  Peoples Heritage Financial 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)
  
  
                                           
  <PAGE>   2
  
  
  <TABLE>
                                 CALCULATION OF REGISTRATION FEE
  <CAPTION>
  --------------------------------------------------------------------------------------------
  
   Title of    
  Securities           Amount       Proposed Maximum    Proposed Maximum         Amount of
     to be             to be         Offering Price        Aggregate          Registration Fee
  Registered       Registered(1)      Per Share(3)     Offering Price(3)
  --------------------------------------------------------------------------------------------
  <S>                 <C>                <C>                <C>                    <C>    
  
  Common Stock,
   par value $.01     91,665(2)          $7.343             $673,096               $203.97
  
  --------------------------------------------------------------------------------------------
  
  <FN>
  
  (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
  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
  of the Company.
  
  (2) 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 Family Bancorp into options
  to purchase Common Stock of the Company pursuant to an Agreement and Plan of Merger,
  dated as of May 30, 1996, among the Company, Peoples Heritage Merger Corp. and Family
  Bancorp.
  
  (3) Estimated solely for the purpose of calculating the registration fee, which has been
  calculated pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended
  ("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 of
  the Company.
  </TABLE>
  
                             --------------------------
  
       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.
  
                                          2
  
  <PAGE>   3
  
  
  
  
                                       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, 1995.
  
            (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 8-B filed with the Commission
       on May 20, 1988.
  
            (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 since the Company's Common Stock is registered under Section
  12 of the Exchange Act.
  
  ITEM. 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  
  
                                          3
  
  <PAGE>   4
  
  
  
  
  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 since no restricted securities will be reoffered or resold
  pursuant to this Registration Statement. 
  
                                         4
  
  <PAGE>   5
  
  
  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 Peat Marwick LLP.                           E-3
  
       23.3     Consent of Wolf & Company, P.C.                             E-4
  
       24       Power of attorney for any subsequent amendments
                (located in the signature pages of this Registration
                Statement).                                                 --
  
       99.1     Family Bancorp 1986 Incentive and Nonqualified Stock
                 Option Plan                                                (2)
  
       99.2     Amendment to Family Bancorp 1986 Incentive and
                 Nonqualified Stock Option Plan, dated as of
                 January 20, 1995                                           (3)
  
       99.3     Family Bancorp 1986 Nonemployees Nonqualified Stock
                 Option Plan                                                (2)
  
       99.4     Amendment to Family Bancorp 1986 Nonemployees
                 Nonqualified Stock Option Plan, dated as of
                 January 20, 1995                                           (3)
  
       99.5     Family Bancorp 1995 Incentive and Nonqualified Stock
                 Option Plan                                                (4)
  
  
  
                                         5
  
  <PAGE>   6
  
  ---------------------
  
       (1)  Incorporated by reference from the Company's Registration Statement on
            Form 8-B, filed with the Commission on May 20, 1988.
  
       (2)  Incorporated by reference from Family's Registration Statement on Form
            S-8 (Commission File No. 33-23989).
  
       (3)  Incorporated by reference from Family's Annual Report on Form 10-K for
            the year ended December 31, 1995 (Commission File No. 0-17252).
  
       (4)  Incorporated by reference from Family's Registration Statement on Form
            S-8 (Commission File No. 333-1428).
  
  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, 
  
                                         6
  
  
  <PAGE>   7
  and the offering of such securities at that time shall be deemed to be the 
  initial bona fide offering thereof.
  
       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.
  
                                          7
  
  <PAGE>   8
  
  
  
  
                                     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 9th day of December
  1996.
  
                                         PEOPLES HERITAGE FINANCIAL
                                          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/ Robert P. Bahre                                 December 9, 1996
  ---------------------------------
  Robert P. Bahre
  Director
  
  
  /s/ Everett W. Gray                                 December 9, 1996
  ---------------------------------
  Everett W. Gray
  Director
  
  
  /s/ Andrew W. Greene                                December 9, 1996
  ---------------------------------
  Andrew W. Greene
  Director
  
  
  /s/ Katherine M. Greenleaf                          December 9, 1996
  ---------------------------------
  Katherine M. Greenleaf
  Director
  
                                         8
  
  
  <PAGE>   9
  
  /s/ Dana Levensen                                   December 9, 1996
  -----------------------------------------
  Dana Levensen
  Director
  
  
  /s/ Robert A. Marden, Sr.                           December 9, 1996
  -----------------------------------------
  Robert A. Marden, Sr.
  Director
  
  
  /s/ Malcolm W. Philbrook, Jr.                       December 9, 1996
  -----------------------------------------
  Malcolm W. Philbrook, Jr.
  Director
  
  
  /s/ Pamela Plumb                                    December 9, 1996
  -----------------------------------------
  Pamela Plumb
  Director
  
  
  /s/ William J. Ryan                                 December 9, 1996
  -----------------------------------------
  William J. Ryan
  Chairman, President and Chief
   Executive Officer
  (principal executive officer)
  
  
  /s/ Curtis M. Scribner                              December 9, 1996
  -----------------------------------------
  Curtis M. Scribner
  Director
  
  
  /s/ Paul R. Shea                                    December 9, 1996
  -----------------------------------------
  Paul R. Shea
  Director
  
  
  
  -----------------------------------------
  Davis P. Thurber
  Director
  
  
  /s/ Peter J. Verrill                                December 9, 1996
  -----------------------------------------
  Peter J. Verrill
  Executive Vice President, Chief Operating
   Officer, Chief Financial Officer and
   Treasurer (principal financial and
   accounting officer)
  
                                         9
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PEOPLES HERITAGE FINANCIAL GROUP, INC.", "secsgml_size_bytes": 19466}]
metadata_filer: {"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": "S-8", "act": "33", "file-number": "333-17467", "film-number": "96677482"}, "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"}}
text: 1
  
                                                        Registration No. 333-_____
                                                        Filed December 9, 1996
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                       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)
  
       Options Granted by Family Bancorp under its 1986 Incentive and Nonqualified
  Stock Option Plan, its 1986 Nonemployees Nonqualified Stock Option Plan and its
  1995 Incentive and Nonqualified Stock Option Plan and Converted into Options of
  the Registrant.
       Non-Plan Options Granted by Family Bancorp and Converted into Options of 
  the Registrant
  --------------------------------------------------------------------------------
                             (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.
  Peoples Heritage Financial 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)
  2
  
                                 CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------------------
  
   Title of    
  Securities           Amount       Proposed Maximum    Proposed Maximum         Amount of
     to be             to be         Offering Price        Aggregate          Registration Fee
  Registered       Registered(1)      Per Share(3)     Offering Price(3)
  --------------------------------------------------------------------------------------------
  Common Stock,
   par value $.01     91,665(2)          $7.343             $673,096               $203.97
  
  --------------------------------------------------------------------------------------------
  (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
  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
  of the Company.
  
  (2) 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 Family Bancorp into options
  to purchase Common Stock of the Company pursuant to an Agreement and Plan of Merger,
  dated as of May 30, 1996, among the Company, Peoples Heritage Merger Corp. and Family
  Bancorp.
  
  (3) Estimated solely for the purpose of calculating the registration fee, which has been
  calculated pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended
  ("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 of
  the Company.
  --------------------------
  
       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.
  
                                          2
  3
  
                                       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, 1995.
  
            (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 8-B filed with the Commission
       on May 20, 1988.
  
            (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 since the Company's Common Stock is registered under Section
  12 of the Exchange Act.
  
  ITEM. 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
                                          3
  4
  
  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 since no restricted securities will be reoffered or resold
  pursuant to this Registration Statement. 
  
                                         4
  5
  
  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 Peat Marwick LLP.                           E-3
  
       23.3     Consent of Wolf & Company, P.C.                             E-4
  
       24       Power of attorney for any subsequent amendments
                (located in the signature pages of this Registration
                Statement).                                                 --
  
       99.1     Family Bancorp 1986 Incentive and Nonqualified Stock
                 Option Plan                                                (2)
  
       99.2     Amendment to Family Bancorp 1986 Incentive and
                 Nonqualified Stock Option Plan, dated as of
                 January 20, 1995                                           (3)
  
       99.3     Family Bancorp 1986 Nonemployees Nonqualified Stock
                 Option Plan                                                (2)
  
       99.4     Amendment to Family Bancorp 1986 Nonemployees
                 Nonqualified Stock Option Plan, dated as of
                 January 20, 1995                                           (3)
  
       99.5     Family Bancorp 1995 Incentive and Nonqualified Stock
                 Option Plan                                                (4)
  
                                         5
  6
  
  ---------------------
  
       (1)  Incorporated by reference from the Company's Registration Statement on
            Form 8-B, filed with the Commission on May 20, 1988.
  
       (2)  Incorporated by reference from Family's Registration Statement on Form
            S-8 (Commission File No. 33-23989).
  
       (3)  Incorporated by reference from Family's Annual Report on Form 10-K for
            the year ended December 31, 1995 (Commission File No. 0-17252).
  
       (4)  Incorporated by reference from Family's Registration Statement on Form
            S-8 (Commission File No. 333-1428).
  
  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, 
  
                                         6
  7
  and the offering of such securities at that time shall be deemed to be the 
  initial bona fide offering thereof.
  
       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.
  
                                          7
  8
  
                                     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 9th day of December
  1996.
  
                                         PEOPLES HERITAGE FINANCIAL
                                          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/ Robert P. Bahre                                 December 9, 1996
  ---------------------------------
  Robert P. Bahre
  Director
  
  /s/ Everett W. Gray                                 December 9, 1996
  ---------------------------------
  Everett W. Gray
  Director
  
  /s/ Andrew W. Greene                                December 9, 1996
  ---------------------------------
  Andrew W. Greene
  Director
  
  /s/ Katherine M. Greenleaf                          December 9, 1996
  ---------------------------------
  Katherine M. Greenleaf
  Director
  
                                         8
  9
  
  /s/ Dana Levensen                                   December 9, 1996
  -----------------------------------------
  Dana Levensen
  Director
  
  /s/ Robert A. Marden, Sr.                           December 9, 1996
  -----------------------------------------
  Robert A. Marden, Sr.
  Director
  
  /s/ Malcolm W. Philbrook, Jr.                       December 9, 1996
  -----------------------------------------
  Malcolm W. Philbrook, Jr.
  Director
  
  /s/ Pamela Plumb                                    December 9, 1996
  -----------------------------------------
  Pamela Plumb
  Director
  
  /s/ William J. Ryan                                 December 9, 1996
  -----------------------------------------
  William J. Ryan
  Chairman, President and Chief
   Executive Officer
  (principal executive officer)
  
  /s/ Curtis M. Scribner                              December 9, 1996
  -----------------------------------------
  Curtis M. Scribner
  Director
  
  /s/ Paul R. Shea                                    December 9, 1996
  -----------------------------------------
  Paul R. Shea
  Director
  
  -----------------------------------------
  Davis P. Thurber
  Director
  
  /s/ Peter J. Verrill                                December 9, 1996
  -----------------------------------------
  Peter J. Verrill
  Executive Vice President, Chief Operating
   Officer, Chief Financial Officer and
   Treasurer (principal financial and
   accounting officer)
  
                                         9