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Washington, D.C. 20549

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2002

OR

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-31251

Maine		01-0437984
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
Two Portland Square, Portland, Maine		04112
(Address of principal executive offices)		(Zip Code)
(207) 761-8500
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]       No [   ]

The number of shares outstanding of the Registrant’s common stock and related stock purchase rights as of October 31, 2002 is:

Common stock, par value $.01 per share		147,848,007
(Class)		(Outstanding)

Available on the Web @ www.banknorth.com

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INDEX
BANKNORTH GROUP, INC. AND SUBSIDIARIES

			PAGE
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets September 30, 2002 and December 31, 2001		3
		Consolidated Statements of Income – Three and nine months ended September 30, 2002 and 2001		4
		Consolidated Statements of Changes in Shareholders’ Equity – Nine months ended September 30, 2002 and 2001		5
		Consolidated Statements of Cash Flows – Nine months ended September 30, 2002 and 2001		6
		Notes to Consolidated Financial Statements		7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		43
	Item 4.	Controls and Procedures		43
PART II.	OTHER INFORMATION
	Item 1.	Legal proceedings		44
	Item 2.	Changes in securities and use of proceeds		44
	Item 3.	Defaults upon senior securities		44
	Item 4.	Submission of matters to a vote of security holders		44
	Item 5.	Other information		44
	Item 6.	Exhibits and reports on Form 8-K		44
	Signatures			45
	Section 302 Certification of the Chief Executive Officer			46
	Section 302 Certification of the Chief Financial Officer			47
	Exhibits			48

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BANKNORTH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	September 30, 2002					December 31, 2001
Assets	(Unaudited)
Cash and due from banks		$	633,455				$	650,588
Federal funds sold and other short term investments			5,883					270,623
Securities available for sale, at market value			6,483,010					5,817,238
Securities held to maturity (fair value of $258,007 and $340,737 at September 30, 2002 and December 31, 2001, respectively)			253,131					339,623
Loans held for sale			76,399					117,674
Loans and leases:
Residential real estate mortgages			2,646,432					2,627,125
Commercial real estate mortgages			4,426,120					4,094,039
Commercial business loans and leases			2,872,191					2,462,653
Consumer loans and leases			3,786,794					3,531,513
Total loans and leases			13,731,537					12,715,330
Less: Allowance for loan and lease losses			201,689					189,837
Net loans and leases			13,529,848					12,525,493
Premises and equipment, net			266,170					237,440
Goodwill			569,814					409,340
Identifiable intangible assets			31,595					57,293
Mortgage servicing rights			5,202					8,484
Bank-owned life insurance			374,880					321,113
Other assets			316,753					321,677
Total assets		$	22,546,140				$	21,076,586
Liabilities and Shareholders’ Equity
Deposits:
Savings accounts		$	1,835,688				$	1,604,556
Money market access and NOW accounts			5,769,357					5,129,626
Certificates of deposit			4,749,210					4,811,357
Brokered deposits			32,532					72,171
Demand deposits			2,855,122					2,603,339
Total deposits			15,241,909					14,221,049
Federal funds purchased and securities sold under repurchase agreements			2,081,269					1,620,555
Borrowings from the Federal Home Loan Bank			2,482,180					2,644,105
Other borrowings			103,030					43,972
Subordinated long-term debt			200,000					200,000
Company obligated, mandatorily redeemable securities of subsidiary trusts holding solely parent junior subordinated debentures			295,056					93,756
Other liabilities			218,537					464,034
Total liabilities			20,621,981					19,287,471
Shareholders’ Equity:
Preferred stock (par value $0.01 per share, 5,000,000 shares authorized, none issued)			—					—
Common stock (par value $0.01 per share, 400,000,000 shares authorized, 166,175,991 shares issued in 2002 and 165,123,674 shares issued in 2001)			1,662					1,651
Paid-in capital			982,086					958,764
Retained earnings			1,214,430					1,056,678
Unearned compensation			(138	)				(1,017	)
Treasury stock, at cost (18,238,998 shares in 2002 and 13,903,074 shares in 2001)			(380,527	)				(267,529	)
Accumulated other comprehensive income			106,646					40,568
Total shareholders’ equity			1,924,159					1,789,115
Total liabilities and shareholders’ equity		$	22,546,140				$	21,076,586

See accompanying Notes to Consolidated Financial Statements.

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BANKNORTH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data) (Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
			2002				2001				2002				2001
Interest and dividend income:
Interest and fees on loans and leases		$	221,534			$	215,992			$	662,298			$	666,321
Interest and dividends on securities			91,622				90,133				266,251				282,983
Total interest and dividend income			313,156				306,125				928,549				949,304
Interest expense:
Interest on deposits			62,335				86,524				188,642				286,751
Interest on borrowed funds			49,825				49,817				142,952				171,121
Total interest expense			112,160				136,341				331,594				457,872
Net interest income			200,996				169,784				596,955				491,432
Provision for loan and lease losses			10,829				12,061				33,486				28,510
Net interest income after provision for loan and lease losses			190,167				157,723				563,469				462,922
Noninterest income:
Deposit services			20,816				17,167				59,712				53,114
Mortgage banking services			(455	)			2,182				1,710				7,193
Trust and investment management services			7,791				8,481				24,587				25,971
Investment planning services			2,770				1,869				8,452				5,327
Insurance brokerage commissions			11,670				10,161				31,885				29,371
Bank-owned life insurance			5,107				4,769				14,477				13,967
Merchant and electronic banking income, net			10,196				9,195				27,605				23,657
Loan fee income			5,206				4,024				15,725				9,708
Net securities gains			208				486				578				1,290
Other noninterest income			2,196				2,217				5,336				7,308
			65,505				60,551				190,067				176,906
Noninterest expenses:
Salaries and employee benefits			79,718				67,148				230,763				191,698
Data processing			9,763				9,768				30,188				27,647
Occupancy			12,715				11,422				37,999				34,304
Equipment			9,986				8,181				29,623				25,087
Amortization of goodwill			—				2,967				—				8,950
Amortization of identifiable intangible assets			1,684				2,417				4,422				7,250
Special charges			2,168				—				11,433				5,608
Other noninterest expenses			25,543				22,729				76,837				70,756
			141,577				124,632				421,265				371,300
Income before income tax expense			114,095				93,642				332,271				268,528
Applicable income tax expense			37,233				31,440				110,771				91,049
Net income before cumulative effect of change in accounting principle			76,862				62,202				221,500				177,479
Cumulative effect of change in accounting principle, net of tax			—				—				—				(290	)
Net income		$	76,862			$	62,202			$	221,500			$	177,189
Basic earnings per share:
Net income before cumulative effect of accounting change		$	0.52			$	0.45			$	1.49			$	1.28
Cumulative effect of change in accounting principle, net of tax			—				—				—				—
Net income		$	0.52			$	0.45			$	1.49			$	1.28
Diluted earnings per share:
Net income before cumulative effect of accounting change		$	0.51			$	0.45			$	1.48			$	1.27
Cumulative effect of change in accounting principle, net of tax			—				—				—				—
Net income		$	0.51			$	0.45			$	1.48			$	1.27
Weighted average shares outstanding:
Basic			148,099				137,014				148,208				138,502
Diluted			149,662				138,432				149,935				139,791

See accompanying Notes to Consolidated Financial Statements.

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BANKNORTH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands) (Unaudited)

		Common Stock				Paid-in Capital				Retained Earnings				Unearned Compensation				Treasury Stock				Accumulated Other Comprehensive Income (Loss)				Total
Balances at December 31, 2001		$	1,651			$	958,764			$	1,056,678			$	(1,017	)		$	(267,529	)		$	40,568			$	1,789,115
Net income			—				—				221,500				—				—				—				221,500
Unrealized gain on available for sale securities, net of tax and reclassification adjustment			—				—				—				—				—				67,556				67,556
Unrealized loss on cash flow hedges, net of tax and reclassification adjustment			—				—				—				—				—				(1,478	)			(1,478	)
Comprehensive income																											287,578
Issuance of stock for acquisitions			11				25,810				—				—				—				—				25,821
Treasury stock issued for employee benefit plans			—				(6,853	)			—				—				36,569				—				29,716
Treasury stock purchased			—				—				—				—				(151,286	)			—				(151,286	)
Issuance and distribution of restricted stock			—				(893	)			—				—				1,719				—				826
Decrease in unearned compensation-ESOP			—				5,300				—				879				—				—				6,179
Cash in lieu of fractional shares			—				(42	)			—				—				—				—				(42	)
Cash dividends			—				—				(63,748	)			—				—				—				(63,748	)
Balances at September 30, 2002		$	1,662			$	982,086			$	1,214,430			$	(138	)		$	(380,527	)		$	106,646			$	1,924,159
Balances at December 31, 2000		$	1,496			$	617,234			$	897,214			$	(1,354	)		$	(149,246	)		$	(34,487	)		$	1,330,857
Net income			—				—				177,189				—				—				—				177,189
Unrealized gain on available for sales securities, net of tax and reclassification adjustment			—				—				—				—				—				105,804				105,804
Unrealized gain on cash flow hedges, net of tax and reclassification adjustment			—				—				—				—				—				(687	)			(687	)
Comprehensive income																											282,306
Premium on repurchase of trust preferred securities			—				(72	)			—				—				—				—				(72	)
Treasury stock issued for employee benefit plans			—				297				(3,109	)			—				18,286				—				15,474
Treasury stock purchased			—				—				—				—				(115,758	)			—				(115,758	)
Issuance and distribution of restricted stock			—				(9	)			(128	)			—				286				—				149
Decrease in unearned compensation-ESOP			—				1,235				—				252				—				—				1,487
Cash in lieu of fractional shares			—				(4	)			—				—				—				—				(4	)
Cash dividends			—				—				(53,853	)			—				—				—				(53,853	)
Balances at September 30, 2001		$	1,496			$	618,681			$	1,017,313			$	(1,102	)		$	(246,432	)		$	70,630			$	1,460,586

See accompanying Notes to Consolidated Financial Statements.

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BANKNORTH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)

		Nine Months Ended September 30,
		2002				2001
Cash flows from operating activities:
Net income		$	221,500			$	177,189
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses			33,486				28,510
Depreciation			26,417				22,031
Amortization of goodwill and other intangibles			4,422				16,200
Provision for deferred tax expense			8,539				(20,196	)
ESOP and restricted stock expense			6,179				1,487
Issuance of restricted stock units			826				149
Net (gains) realized from sales of securities and consumer loans			(1,001	)			(2,058	)
Net (gains) realized from sales of loans held for sale (a component of mortgage banking services)			(6,330	)			(6,378	)
Earnings from bank owned life insurance			(14,477	)			(13,967	)
Net decrease in mortgage servicing rights			3,489				22,785
Proceeds from sales of loans held for sale			526,694				677,150
Residential loans originated for sale			(481,341	)			(677,844	)
Net (increase) decrease in interest and dividends receivable and other assets			(17,226	)			34,005
Net increase in other liabilities			40,428				51,871
Net cash provided by operating activities			351,605				310,934
Cash flows from investing activities:
Proceeds from sales of securities available for sale			746,317				500,344
Proceeds from maturities and principal repayments of securities available for sale			1,536,850				1,295,718
Purchases of securities available for sale			(2,879,290	)			(1,724,070	)
Proceeds from maturities and principal repayments of securities held to maturity			86,492				82,427
Net (increase) in loans and leases			(490,159	)			(113,909	)
Proceeds from sale of loans			—				39,303
Net additions to premises and equipment			(47,652	)			(21,175	)
Purchases of bank owned life insurance			(40,000	)			—
Proceeds from death claim on bank owned life insurance			—				3,690
Payment for acquisitions, net of cash acquired			(27,197	)			—
Net cash (used) provided by investing activities			(1,114,639	)			62,328
Cash flows from financing activities:
Net increase in deposits			348,030				217,587
Net increase in securities sold under repurchase agreements			347,841				337,538
Proceeds from Federal Home Loan Bank borrowings			3,555				5,816,074
Payments on Federal Home Loan Bank borrowings			(322,617	)			(6,634,926	)
Net increase in other borrowings			57,262				(34,078	)
Issuance of subordinated long-term debt			—				197,982
Issuance of securities of subsidiary trusts, net			190,950				(5,091	)
Issuance of stock			29,674				15,474
Purchase of treasury stock			(151,286	)			(115,758	)
Dividends paid			(63,748	)			(53,853	)
Net cash provided (used) by financing activities			439,661				(259,051	)
Increase (decrease) in cash and cash equivalents			(323,373	)			114,211
Cash and cash equivalents at beginning of period			871,211				392,989
Cash and cash equivalents at end of period		$	547,838			$	507,200

For the nine months ended September 30, 2002 and 2001, interest of $324,901 and $454,379 and income taxes of $59,833 and $42,057 were paid, respectively.

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BANKNORTH GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2002
(In thousands, except per share data) (Unaudited)

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and predominant practices within the banking industry. Banknorth Group, Inc. (“Banknorth”) has not changed its accounting and reporting policies from those disclosed in its 2001 Annual Report, except for the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” and SFAS No. 147, “Acquisitions of Certain Financial Institutions, an amendment of SFAS Statements Nos. 72 and 144 and FASB Interpretation No. 9,” each as discussed in Note 2, and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets,” as discussed in Note 7. There have been no significant changes in the methods or assumptions used in the accounting policies which require material estimates and assumptions.

Effective January 1, 2002, Banknorth completed the consolidation of eight of its banking subsidiaries and its subsidiary trust company into its Maine-based banking subsidiary, Peoples Heritage Bank NA, which was renamed Banknorth, NA in connection with these transactions.

In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated financial statements have been included. The results of operations and other data for the three months and nine months ended September 30, 2002 are not necessarily indicative of the results that may be expected for any other interim period or the entire year ending December 31, 2002. Certain amounts in the prior periods have been reclassified to conform to the current presentation.

Note 2 – Goodwill and Other Intangible Assets

Banknorth adopted the provisions of SFAS No. 142 effective January 1, 2002. As of the date of adoption, we had unamortized goodwill totaling $409.3 million, and unamortized identifiable intangible assets totaling $57.3 million, all of which were subject to the transition provisions of SFAS No. 141, “Business Combinations” and SFAS No. 142. Banknorth has completed the transitional impairment test on goodwill assets and has concluded that the amount of recorded goodwill was not impaired as of January 1, 2002. Banknorth does not currently have any other indefinite-lived intangible assets recorded in the consolidated balance sheet. No material reclassifications or adjustments to the useful lives of finite-lived intangible assets were made as a result of adopting the new standards. At September 30, 2002, Banknorth had $31.6 million in unamortized identifiable intangible assets consisting of core deposit intangibles, customer lists and other intangibles.

In October 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 147, “Acquisitions of Certain Financial Institutions, an amendment of SFAS Nos. 72 and 144 and FASB Interpretation No. 9.” SFAS No. 147 amends SFAS No. 72 to exclude from its scope most acquisitions of financial institutions and to require that such transactions be accounted for in accordance with SFAS No. 141 and, under certain circumstances, previously recognized SFAS No. 72 intangible assets be reclassified as goodwill. SFAS No. 147 also amends SFAS No. 144 to include within its applicability long-term customer-relationship intangible assets of financial institutions. Banknorth has adopted SFAS No. 147 effective September 30, 2002 and has reclassified $34.7 million of SFAS No. 72 intangible assets to goodwill in accordance with SFAS No. 142. As required, the provisions of the statement have been applied retroactively to January 1, 2002 and $3.5 million of previously recorded amortization expense for the six months ended June 30, 2002 has been reversed.

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The following table shows the amount of goodwill and SFAS No. 72 goodwill that would have been amortized prior to adoption of SFAS No. 142 and SFAS No. 147, and the related after-tax and per share amounts:

	Goodwill Amortization													Amortization of SFAS 72 Intangibles												Total Per Diluted Share
	Pre-tax					After-tax				Per share				Pre-tax				After-tax				Per share
First Quarter - 2002		$	2,762			$	2,503			$	0.017			$	1,751			$	1,148			$	0.008			$	0.025
Second Quarter - 2002			2,762				2,503				0.017				1,751				1,148				0.008				0.025
Third Quarter - 2002			2,762				2,503				0.017				1,751				1,148				0.008				0.025
Nine months ended 9/30/02			8,286				7,509				0.051				5,253				3,444				0.024				0.075
Fourth Quarter - 2002			2,762				2,503				0.017				1,751				1,148				0.008				0.025
Twelve months ended 12/31/02		$	11,048			$	10,012			$	0.068			$	7,004			$	4,592			$	0.032			$	0.100