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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