UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM 10-Q

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

      For the quarterly period ended March 31, 1999

      Commission file number (0-18173)


                            BANKNORTH GROUP, INC.
           (Exact name of registrant as specified in its charter)


              DELAWARE                             03-0321189
   (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)           Identification Number)


                             300 FINANCIAL PLAZA
                                P.O. BOX 5420
                             BURLINGTON, VERMONT
                  (Address of principal executive offices)

                                    05401
                                 (Zip code)

                               (802) 658-9959
            (Registrant's telephone number, including area code)

      Indicate by check mark whether the Registrant (l) has filed all 
reports required to be filed by Section l3 or l5(d) of the Securities 
Exchange Act of l934 during the preceding l2 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  [ ]

23,204,585 shares of common stock,  $l.00 par, outstanding on March 31, 
1999.


                             INDEX TO FORM 10-Q

PART I                                                               PAGE

          Financial Highlights (Unaudited)                             1

  Item l  Interim Financial Statements

          Consolidated Statements of Income for the Three Months
          Ended March 31, 1999 and 1998 (Both unaudited)               2

          Consolidated Balance Sheets at March 31, 1999 (Unaudited),
          December 31, 1998 and March 31, 1998 (Unaudited)             3

          Consolidated Statements of Changes in Shareholders'
          Equity for the Three Months Ended  March 31, 1999 
          (Unaudited) and the Year Ended December 31, 1998             4

          Consolidated Statements of Cash Flows for the Three
          Months Ended March 31, 1999 and 1998 (Both unaudited)        5

          Notes to Unaudited Interim Consolidated Financial
          Statements                                                   6

          Independent Auditors' Review Report                          7

  Item 2  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                          8

  Item 3  Quantitative and Qualitative Disclosures about Market
          Risk                                                        16

PART II

  Item 1  Legal Proceedings                                           N/A

  Item 2  Changes in Securities                                       N/A

  Item 3  Defaults Upon Senior Securities                             N/A

  Item 4  Submission of Matters to a Vote of Security Holders         N/A

  Item 5  Other Information                                           N/A

  Item 6  Exhibits and Reports on Form 8-K                            34

          Signatures                                                  35


1st Quarter 1999 Financial Highlights (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months                      Twelve Months
                                                                    Ended March 31,                  Ended December 31,
                                                             ----------------------------      ----------------------------


(In thousands, except share and per share data)                  1999             1998             1998             1997
                                                                 ----             ----             ----             ----

<S>                                                          <C>              <C>              <C>              <C>
INCOME DATA
  Net income, as reported                                    $    13,454      $     9,900      $    28,920      $    41,816
  Less "non-operating" income items:
    Net securities transactions                                      225             (429)             519              266
    Net gain on curtailment of pension plan                        2,577               --               --               --
    Gain on sale of merchant processing                               --               --               --            2,432
      Total "non-operating" income items                           2,802             (429)             519            2,698
    Income taxes on "non-operating" income items                   1,140             (148)             195              946
      Total "non-operating" income items, net of taxes             1,662             (281)             324            1,752
  Add "non-operating" expense items:
    Merger and acquisition related expenses                        1,173               --           21,968               --
    Income taxes on "non-operating" expense items                    425               --            5,710               --
      Total "non-operating" expense  items, net of taxes             748               --           16,258               --

  Income from operations (1)                                 $    12,540      $    10,181      $    44,854      $    40,064

  Cash income from operations (2)                            $    13,838      $    10,974      $    48,300      $    43,236

SHARE AND PER SHARE DATA
  Basic wtd. avg. number of shares                            23,353,668       23,430,477       23,277,560       23,705,320
  Basic earnings per share (Basic EPS)
    Net income                                               $      0.58      $      0.42      $      1.24      $      1.76
    Income from operations (1)                                      0.54             0.43             1.93             1.69
    Cash income from operations (2)                                 0.59             0.47             2.07             1.82

  Diluted wtd. avg. number of shares                          23,663,808       23,835,238       23,669,540       24,042,800
  Diluted earnings per share (Diluted EPS)
    Net income                                               $      0.57      $      0.42      $      1.22      $      1.74
    Income from operations (1)                                      0.53             0.43             1.90             1.67
    Cash income from operations (2)                                 0.58             0.46             2.04             1.80

  Shares outstanding, net of treasury
   shares, p.e                                                23,204,585       23,228,855       23,179,092       23,515,335
  Book value, p.e.                                           $     13.98      $     13.59      $     13.86      $     13.53
  Tangible book value, p.e.                                        10.63            12.31            10.40            12.21

  Market price: (2)
    High                                                           37.25            37.38            42.75            33.50
    Low                                                            24.75            27.63            23.50            20.00
    Average close                                                  29.11            32.34            33.18            24.42
    Last                                                           28.25            36.50            37.63            32.13
  Share volume (2)                                             3,665,138        2,161,724        9,803,072        7,907,500
  Average monthly share volume (2)                             1,221,713          720,575          816,923          658,958

  Price/Tangible book value, p.e.                                  265.8%           296.5%           361.8%           263.1%
  Price/Diluted EPS (last 4 qtrs.)                                  20.6             21.0             30.8             18.5
  Price/Diluted income from operations per share (last
   4 qtrs.)                                                         14.2             21.6             19.8             19.2

AVERAGE BALANCES
  Assets                                                     $ 4,359,674      $ 3,937,086      $ 4,062,619      $ 3,743,169
  Earning assets                                               4,039,200        3,713,196        3,819,997        3,546,541
  Loans                                                        2,835,880        2,642,333        2,684,169        2,578,746
  Goodwill                                                        77,319           30,552           35,797           33,883
  Deposits                                                     3,580,187        3,067,842        3,213,973        2,947,820
  Short-term borrowed funds                                      304,361          438,700          390,641          389,586
  Long-term debt                                                  74,141           46,044           63,776           47,139
  Guaranteed preferred beneficial interests in
   Corporation's subordinated debentures                          30,000           30,000           30,000           20,137
  Shareholders' equity                                           321,381          315,790          323,121          303,357

KEY RATIOS AND OTHER INFORMATION
  Return on average assets:
    Net income                                                      1.25%            1.02%            0.71%            1.12%
    Income from operations (1)                                      1.17             1.05             1.10             1.07
    Cash income from operations (2)                                 1.29             1.13             1.19             1.16
  Return on average shareholders' equity:
    Net income                                                     16.98            12.71             8.95            13.78
    Income from operations (1)                                     15.82            13.08            13.88            13.21
    Cash income from operations (2)                                17.46            14.09            14.95            14.25

  Efficiency ratio                                                 58.56            61.37            59.78            61.65
  Total non-interest income from 
   operations/total gross revenue (fte)                           21.60            18.64            19.83            17.78

  Stratevest total assets under management                   $ 3,990,756      $ 2,313,558      $ 4,126,000      $ 2,478,000
  Managed assets with discretionary powers                     2,655,515        1,131,389        2,478,000        1,446,000

  Net loan charge-offs to average loans                             0.12%            0.15%            0.21%            0.26%
  Provision for loan losses to average loans                        0.28             0.35             0.35             0.36
  Allowance for loan losses to loans, p.e.                          1.61             1.50             1.57             1.46
  Allowance for loan losses coverage of 
   non-performing loans, p.e.                                     207.02           192.52           212.14           188.24
  Non-performing assets to total assets, p.e.                       0.55             0.57             0.55             0.59

  Total capital to risk-adjusted assets, p.e.                      10.36            12.33            10.00            12.55
  Tier 1 capital to risk-adjusted assets, p.e.                      9.10            11.08             8.75            11.30
  Tier 1 capital to quarterly average total assets (leverage)       6.44             8.00             6.43             8.18
  Tangible shareholders' equity to tangible assets, p.e.            5.79             7.20             5.58             7.36

<FN>
Note: All share and per share data has been restated to give retroactive 
      effect to stock splits.
<F1>  Income from operations equals net income, excluding merger expenses, 
      net securities transactions, gain on sale of merchant processing, and 
      gain on curtailment of pension plan, net of income tax.
<F2>  Cash income from operations represents income from operations, 
      excluding goodwill amortization expense, net of income tax effect.
<F3>  Market price per share and share volume represents the historical 
      market price per share and share volume of Banknorth Group, Inc.
</FN>
</TABLE>


CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three Months
                                                                 Ended March 31,
                                                             ----------------------
(In thousands, except per share data)                          1999           1998
                                                               ----           ----

<S>                                                          <C>            <C>
Interest and dividend income:
  Interest and fees on loans                                 $60,422        $58,865
  Interest on money market investments                           202            217
  Interest on securities available for sale                   16,903         15,654
  Interest on investment securities held                         331          1,018
                                                             ----------------------
      Total interest and dividend income                      77,858         75,754

Interest expense:
  Deposits                                                    30,413         28,967
  Short-term borrowed funds                                    3,211          5,777
  Long-term debt                                               1,132            745
                                                             ----------------------
      Total interest expense                                  34,756         35,489
                                                             ----------------------

Net interest income                                           43,102         40,265
  Less: provision for loan losses                              2,000          2,340
                                                             ----------------------

Net interest income after provision for loan losses           41,102         37,925
                                                             ----------------------

Other operating income:
  Income from trust and investment management fees             4,833          2,962
  Service charges on deposit accounts                          3,198          2,879
  Mortgage banking income                                      1,324          1,094
  Card product income                                            613            430
  ATM income                                                     619            482
  Net securities transactions                                    225           (429)
  Bank owned life insurance                                      539            540
  Net gain on curtailment of pension plan                      2,577             --
  Other income                                                   901            920
                                                             ----------------------
      Total other operating income                            14,829          8,878

Other operating expenses:
  Compensation                                                13,390         12,919
  Employee benefits                                            3,385          3,294
  Net occupancy                                                3,039          2,620
  Equipment and software                                       2,444          2,317
  Data processing                                              2,102          1,735
  FDIC deposit insurance and other regulatory                    294            280
  Other real estate owned and repossession                       154            356
  Legal and professional                                         927          1,102
  Printing and supplies                                          737            798
  Advertising and marketing                                    1,149            974
  Communications                                                 963            719
  Amortization of goodwill                                     2,164          1,322
  Capital securities                                             789            789
  Merger and acquisition related expenses                      1,173             --
  Other expenses                                               3,564          3,277
                                                             ----------------------
      Total other operating expenses                          36,274         32,502
                                                             ----------------------

Income before income tax expense                              19,657         14,301
Income tax expense                                             6,203          4,401
                                                             ----------------------

Net income                                                   $13,454        $ 9,900
                                                             ======================

Basic earnings per share                                     $  0.58        $  0.42
                                                             ======================
Basic wtd. avg. number of shares                              23,354         23,430
                                                             ======================

Diluted earnings per share                                   $  0.57        $  0.42
                                                             ======================
Diluted wtd. avg. number of shares                            23,664         23,835
                                                             ======================

<FN>
All share and per share data has been restated to give retroactive effect to 
stock splits.
See accompanying notes to unaudited interim consolidated financial statements.
</FN>
</TABLE>


Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                 March 31,     December 31,      March 31,
(In thousands, except share and per share data)                    1999            1998            1998
                                                                 ---------     ------------      ---------
                                                                (Unaudited)                     (Unaudited)

<S>                                                            <C>             <C>             <C>
Assets
  Cash and due from banks                                      $  110,011      $  164,826      $  117,671
  Money market investments                                         18,253           4,900          16,904
                                                               ------------------------------------------
      Cash and cash equivalents                                   128,264         169,726         134,575
                                                               ------------------------------------------

  Securities available for sale, at fair value                  1,130,063       1,127,865         983,512
  Loans held for sale                                              32,400          42,996          46,549
  Investment securities, held to maturity 
   (Fair value of $19,999 at March 31, 1999, $21,606 at
   December 31, 1998 and $50,710 at March 31, 1998)                19,462          20,545          49,605
  Loans                                                         2,833,658       2,837,106       2,651,608
  Less: allowance for loan losses                                  45,658          44,537          39,889
                                                               ------------------------------------------
      Net loans                                                 2,788,000       2,792,569       2,611,719
                                                               ------------------------------------------

  Accrued interest receivable                                      23,070          21,244          22,295
  Premises, equipment and software,  net                           50,682          50,936          44,983
  Other real estate owned and repossessed assets                    1,601           3,335           1,905
  Goodwill, net                                                    77,835          80,224          29,797
  Capitalized mortgage servicing rights                             5,658           5,351           4,938
  Bank-owned life insurance                                        42,845          42,306          40,617
  Other assets                                                     38,642          45,784          31,003
                                                               ------------------------------------------

      Total assets                                             $4,338,522      $4,402,881      $4,001,498
                                                               ==========================================

Liabilities, Guaranteed Preferred Beneficial Interests in
 Corporation's Junior Subordinated Debentures and
 Shareholders' Equity
  Deposits:
    Non-interest bearing                                       $  471,253      $  546,192      $  403,908
    NOW accounts & money market savings                         1,437,679       1,490,944       1,174,904
    Regular savings                                               346,892         328,986         309,742
    Time deposits $100 thousand and greater                       287,062         239,071         230,568
    Time deposits under $100 thousand                           1,030,125       1,034,304         992,342
                                                               ------------------------------------------
      Total deposits                                            3,573,011       3,639,497       3,111,464
                                                               ------------------------------------------

  Short-term borrowed funds:
    Federal funds purchased                                            --          30,445          22,880
    Securities sold under agreements to repurchase                205,340         208,511         142,360
    Borrowings from U.S. Treasury                                  13,629          12,678          17,025
    Borrowings from Federal Home Loan Bank                         70,000          30,000         272,000
                                                               ------------------------------------------
      Total short-term borrowed funds                             288,969         281,634         454,265
                                                               ------------------------------------------

  Long-term debt:
    Federal Home Loan Bank term notes                              65,972          66,062          36,886
    Bank term loan                                                  7,430           8,263          10,214
                                                               ------------------------------------------
      Total long-term debt                                         73,402          74,325          47,100
                                                               ------------------------------------------

  Accrued interest payable                                          7,151           7,101           8,053
  Other liabilities                                                41,524          49,062          34,851
                                                               ------------------------------------------

      Total liabilities                                         3,984,057       4,051,619       3,655,733
                                                               ------------------------------------------

  Guaranteed preferred beneficial interests in
   Corporation's junior subordinated debentures                    30,000          30,000          30,000

  Shareholders' equity:
    Preferred stock, $.01 par value; authorized 500,000
     shares and none issued as of March 31, 1999 and
     December 31, 1998                                                 --              --              --
    Common stock, $1.00 par value; authorized 70,000,000
     shares and issued 23,548,392 shares as of March 31,
     1999, and December 31, 1998, and authorized 38,000,000
     shares and issued 23,542,855 as of March 31, 1998             23,548          23,548          23,543
    Capital surplus                                                85,617          86,033          85,220
    Retained earnings                                             226,818         221,919         215,335
    Unamortized employee restricted stock                            (854)         (1,266)         (1,521)
    Accumulated other comprehensive income                            860           3,509           3,468
    Unearned ESOP shares                                             (279)           (463)           (463)
    Less: Common stock in treasury, at cost; 343,807 shares
     as of March 31, 1999, 369,300 shares as of December 31,
     1998, and 314,000 shares as of March 31, 1998                (11,245)        (12,018)         (9,817)
                                                               ------------------------------------------
      Total shareholders' equity                                  324,465         321,262         315,765
                                                               ------------------------------------------

      Total liabilities, guaranteed preferred beneficial
       interests in Corporation's junior subordinated
       debentures and shareholders' equity                     $4,338,522      $4,402,881      $4,001,498
                                                               ==========================================

<FN>
See accompanying notes to unaudited interim consolidated financial statements.
</FN>
</TABLE>


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                                Unamortized
                                                                                                                  Employee
                                                    Number of Shares      Common      Capital      Retained      Restricted
                                                  Issued     Treasury     Stock       Surplus      Earnings        Stock
                                                  ------     --------     ------      -------      --------     -----------
(Dollars and shares in thousands, except per share)

<S>                                               <C>          <C>       <C>          <C>          <C>           <C>
Balance, January 1, 1998                          23,669       154       $23,669      $88,363      $209,766      $(1,550)

Comprehensive income:
  Net income                                                                   -            -      $ 28,920            -
  Other comprehensive income, net of tax:
    Unrealized net holding gains arising 
     during the year (pre-tax $1,147)                                          -            -             -            -
    Reclassification adjustment for net 
     gains realized in net income during 
     the year (pre-tax $519)                                                   -            -             -            -
    Minimum pension liability adjustments                                      -            -             -            -
Other comprehensive income                                                     -            -             -            -
Comprehensive income

Cash dividends declared ($ .64 per share)                                      -            -       (15,072)           -
Issuance of employee restricted stock                           (7)            -           41             -         (254)
Amortization of employee restricted stock                                      -          259             -          538
Issuance of restricted stock units under
 directors' deferred compensation plan, net                                    -          385           (37)           -
Exercise of employee stock options                            (144)            -            -        (1,920)           -
Purchase of treasury stock                                     366             -            -             -            -
Fractional shares repurchased                         (1)                     (1)         (16)            -            -
Stock vested in ESOP                                                           -            -             -            -
Pooled company transactions
  Purchase and retirement of treasury stock         (120)      122          (120)      (2,999)            -            -
  Treasury stock reissued for stock awards
   and options exercised                                      (122)            -            -           262            -
                                                  ----------------------------------------------------------------------

Balance, December 31, 1998                        23,548       369       $23,548      $86,033      $221,919      $(1,266)
                                                  ----------------------------------------------------------------------

Comprehensive income:
  Net income                                                                   -            -      $ 13,454            -
  Other comprehensive income, net of tax:
    Unrealized net holding losses arising
     during the quarter (pre-tax $3,947)                                       -            -             -            -
    Reclassification adjustment for net gains
     realized in net income during the
     quarter (pre-tax $218)                                                    -            -             -            -
Other comprehensive income                                                     -            -             -            -
Comprehensive income

Cash dividends declared ($ .36 per share)                                      -            -        (8,348)           -
Amortization of employee restricted stock                                      -         (560)            -          412
Issuance of restricted stock units under
 directors' deferred compensation plan                                         -          144             -            -
Exercise of employee stock options                             (25)            -            -          (207)           -
Stock vested in ESOP                                                           -            -             -            -
                                                  ----------------------------------------------------------------------

Balance, March 31, 1999                           23,548       344       $23,548      $85,617      $226,818      $  (854)
                                                  ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                             Accumulated
                                                  Unearned     Other
                                                    ESOP    Comprehensive    Treasury    Comprehensive
                                                   Shares      Income         Stock          Income         Total
                                                  --------  -------------    --------    -------------      -----
(Dollars and shares in thousands, except per share)

<S>                                                <C>         <C>          <C>              <C>             <C>
Balance, January 1, 1998                           $(640)      $ 3,318      $ (4,798)                     $318,128

Comprehensive income:
  Net income                                           -             -             -         $28,920      $ 28,920
                                                                                             -------
  Other comprehensive income, net of tax:
    Unrealized net holding gains arising 
     during the year (pre-tax $1,147)                  -             -             -             805
    Reclassification adjustment for net 
     gains realized in net income during 
     the year (pre-tax $519)                           -             -             -            (364)
    Minimum pension liability adjustments              -             -             -            (250)
                                                                                             -------
Other comprehensive income                             -           191             -             191           191
                                                                                             -------
Comprehensive income                                                                         $29,111
                                                                                             -------

Cash dividends declared ($ .64 per share)              -             -             -                       (15,072)
Issuance of employee restricted stock                  -             -           213                             -
Amortization of employee restricted stock              -             -             -                           797
Issuance of restricted stock units under
 directors' deferred compensation plan, net            -             -             -                           348
Exercise of employee stock options                     -             -         4,864                         2,944
Purchase of treasury stock                             -             -       (12,297)                      (12,297)
Fractional shares repurchased                          -             -             -                           (17)
Stock vested in ESOP                                 177             -             -                           177
Pooled company transactions
  Purchase and retirement of treasury stock            -             -        (1,921)                       (5,040)
  Treasury stock reissued for stock awards
   and options exercise                                -             -         1,921                         2,183
                                                   ---------------------------------------------------------------

Balance, December 31, 1998                         $(463)      $ 3,509      $(12,018)                     $321,262
                                                   ---------------------------------------------------------------

Comprehensive income:
  Net income                                           -             -             -         $13,454      $ 13,454
                                                                                             -------
  Other comprehensive income, net of tax:
    Unrealized net holding losses arising
     during the quarter (pre-tax $3,947)               -             -             -          (2,506)
    Reclassification adjustment for net gains
     realized in net income during the
     quarter (pre-tax $218)                            -             -             -            (143)
                                                                                             -------
Other comprehensive income                             -        (2,649)            -          (2,649)       (2,649)
                                                                                             -------
Comprehensive income                                                                         $10,805
                                                                                             -------

Cash dividends declared ($ .36 per share)              -             -             -                        (8,348)
Amortization of employee restricted stock              -             -             -                          (148)
Issuance of restricted stock units under
 directors' deferred compensation plan                 -             -             -                           144
Exercise of employee stock options                     -             -           773                           566
Stock vested in ESOP                                 184             -             -                           184
                                                   ---------------------------------------------------------------

Balance, March 31, 1999                            $(279)       $  860      $(11,245)                     $324,465
                                                   ---------------------------------------------------------------

<FN>
Note: Cash dividends per share represent historical dividends of Banknorth 
      Group, Inc.  All share and per share data has been restated to give 
      retroactive effect of stock splits
See accompanying notes to unaudited interim consolidated financial statements.
</FN>
</TABLE>


CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               Three Months Ended March 31,
                                                                               ----------------------------
(In thousands)                                                                     1999             1998
                                                                                   ----             ----

<S>                                                                             <C>              <C>
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
  Net income                                                                    $  13,454        $   9,900

Adjustments to reconcile net income to net cash provided by (used in)
 operating activities:
  Depreciation and amortization of premises, equipment and software                 1,798            1,693
  Amortization of goodwill                                                          2,164            1,322
  Net amortization of premiums on securities available for sale                     2,187              993
  Net accretion of discounts on investment securities                                 (22)             (70)
  Provision for loan losses                                                         2,000            2,340
  Adjustment of other real estate owned to estimated fair value                        94               50
  Provision for deferred tax benefit                                                 (114)            (225)
  Amortization of employee restricted stock                                          (148)             246
  Issuance of restricted stock units under directors' deferred
   compensation plan, net                                                             144              142
  Net securities transactions                                                        (225)             429
  Net gain on sale of other real estate owned and repossessed assets                  (14)             (91)
  Proceeds from sale of loans held for sale                                        83,966           55,133
  Originations and purchases of loans held for resale                             (72,408)         (76,113)
  Net gain on sale of loans held for sale                                            (962)            (611)
  Earnings from bank owned life insurance                                            (539)            (540)
  Decrease (increase) in interest receivable                                       (1,826)             982
  Increase in interest payable                                                         50              523
  Decrease (increase) in other assets and other intangibles                         8,424           (5,745)
  Increase (decrease) in other liabilities                                        (11,714)           5,366
  ESOP compensation expense                                                           184              177
                                                                                --------------------------

      Total adjustments                                                            13,039          (13,999)
                                                                                --------------------------
      Net cash provided by (used in) operating activities                          26,493           (4,099)
                                                                                --------------------------

Cash flows from investing activities:
  Proceeds from maturity and call of securities available for sale                105,144           77,427
  Proceeds from maturity and call of investment securities held to maturity         1,112            9,091
  Proceeds from sale of securities available for sale                               8,400           97,926
  Purchase of securities available for sale                                      (121,876)        (201,221)
  Proceeds from sale of OREO and repossessed assets                                 1,791            1,340
  Net decrease (increase) in originated loans                                       2,432          (10,925)
  Capital expenditures                                                             (1,278)          (1,365)
                                                                                --------------------------

      Net cash used in  investing activities                                       (4,275)         (27,727)
                                                                                --------------------------

Cash flows from financing activities:
  Net (decrease) increase in deposits                                             (66,486)          57,830
  Net increase in short-term borrowed funds                                         7,335            4,330
  Purchase of treasury stock, net                                                       -          (10,059)
  Issuance of long-term debt                                                            -            7,645
  Payments on long-term debt                                                         (923)          (2,794)
  Exercise of employee stock options                                                  566              889
  Dividends paid                                                                   (4,172)          (3,808)
                                                                                --------------------------

      Net cash provided by (used in) financing activities                         (63,680)          54,033
                                                                                --------------------------

Net (decrease) increase in cash and cash equivalents                              (41,462)          22,207
                                                                                --------------------------

Cash and cash equivalents at beginning of year                                    169,726          112,368
                                                                                --------------------------

Cash and cash equivalents at end of year                                        $ 128,264       $  134,575
                                                                                ==========================

Additional disclosure relative to statement of cash flows:
  Interest paid                                                                 $  34,706       $   34,980
                                                                                ==========================
  Taxes paid                                                                    $   5,735       $    4,376
                                                                                ==========================

Supplemental schedule of non-cash investing and financing activities:
  Net transfer of loans to OREO and repossessed assets                          $     137       $      409
  Adjustment to securities available for sale to fair value, net of tax             2,649              150

<FN>
See accompanying notes to  unaudited interim consolidated financial statements.
</FN>
</TABLE>


        NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1.    The accompanying unaudited interim consolidated financial statements 
      include the accounts of the Company and its subsidiaries, Evergreen 
      Bank, N.A., First Massachusetts Bank, N.A., North American Bank 
      Corporation and its wholly owned subsidiary, Farmington National 
      Bank, The Howard Bank, N.A., First Vermont Bank and Trust Company and 
      its wholly owned subsidiary, Banknorth Mortgage Company, Franklin 
      Lamoille Bank, Granite Savings Bank and Trust Company, Woodstock 
      National Bank, The Stratevest Group, N.A., North Group Realty, Inc., 
      and Banknorth Capital Trust I.  It is the opinion of management that 
      the accompanying unaudited interim consolidated financial statements 
      have been prepared in accordance with the instructions to Form 10-Q 
      and reflect all adjustments which are considered necessary to report 
      fairly the financial position as of March 31, 1999 and 1998, and the 
      results of their operations and cash flows for the three months ended 
      March 31, 1999 and 1998.   The accompanying unaudited interim 
      consolidated financial statements should be read in conjunction with 
      Banknorth Group, Inc.'s consolidated year end financial statements, 
      including notes thereto, which are included in Banknorth Group, 
      Inc.'s 1998 annual report to shareholders on Form 10-K.  On December 
      31, 1998, Evergreen Bancorp, Inc. and its wholly owned subsidiary 
      Evergreen Bank, N.A. ("Evergreen") was merged with and into 
      Banknorth.  The merger was accounted for as a pooling of interests 
      and, accordingly, the financial information for all prior periods has 
      been restated to present the combined financial condition and results 
      of operations of both companies as if the merger had been in effect 
      for all periods presented.  

2.    During 1998, the Company adopted Statement of Financial Accounting
      Standards ("SFAS") No. 131, "Disclosure about Segments of an Enterprise
      and Related Information."  This Statement requires the Company to report
      financial and other information about operating segments meeting certain
      quantitative and other requirements as defined by this Statement.  The
      Company's operations are solely in the financial services industry and
      include the provision of traditional banking services.  The Company
      operates solely in the geographical region of Vermont, New Hampshire,
      Massachusetts and upstate New York.  In the opinion of the 
      management, the Company does not have any reportable segments as 
      defined by SFAS No. 131.

3.    Basic EPS excludes dilution and is computed by dividing income 
      available to common stockholders by the weighted average number of 
      common shares outstanding for the period.   Issuable shares (such as 
      those related to the directors' restricted stock units), and 
      returnable shares (such as restricted stock awards) are considered 
      outstanding common shares and are included in the computation of 
      basic earnings per share as of the date that all necessary conditions 
      have been satisfied.  Diluted EPS reflects the potential dilution 
      that could occur if securities or other contracts to issue common 
      stock were exercised or converted into common stock or resulted in 
      the issuance of common stock that then shared in the earnings of the 
      entity (such as the Company's stock options). All share and per share 
      data has been restated to give retroactive effect to stock splits.

      The following table provides calculations of basic and diluted 
      earnings per share:

<TABLE>
<CAPTION>

                                                            Three Months Ended March 31,
                                       -----------------------------------------------------------------------
                                                      1999                                 1998
                                       ----------------------------------    ---------------------------------
                                                  Weighted                             Weighted
In thousands,                            Net      Average       Per Share      Net     Average       Per Share
except for share and per share date    Income      Shares       Amount       Income     Shares       Amount
                                       -----------------------------------------------------------------------

<S>                                    <C>        <C>             <C>        <C>       <C>             <C>
Basic earnings per share               $13,454    23,353,668      $0.58      $9,900    23,430,477      $0.42
Effect of dilutive securities:
  Stock options                                      280,793                              373,997
  Restricted stock awards                             29,347                               30,764
                                                  ----------                           ----------
Diluted earnings per share             $13,454    23,663,808      $0.57      $9,900    23,835,238      $0.42
                                       =====================================================================
</TABLE>

4.    In June 1998, the Financial Accounting Standards Board issued 
      SFAS No. 133, "Accounting for Derivative Instruments and Hedging 
      Activities," which establishes accounting and reporting standards for
      derivative instruments, including certain derivative instruments embedded
      in other contracts, and for hedging activities.  This Statement is
      effective for all fiscal quarters of fiscal years beginning after
      June 15, 1999.  Management is currently evaluating the impact of this
      Statement on the Company's consolidated financial statements.


                     INDEPENDENT AUDITORS' REVIEW REPORT

The Board of Directors
Banknorth Group, Inc.

      We have reviewed the accompanying consolidated balance sheets of 
Banknorth Group, Inc. and subsidiaries ("the Company") as of March 31, 1999 
and 1998, and the related consolidated statements of income and cash flows 
for the three-month periods ended March 31, 1999 and 1998, and the 
consolidated statements of changes in shareholders' equity for the three 
months ended March 31, 1999. These consolidated financial statements are 
the responsibility of the Company's management.

      We conducted our review in accordance with standards established by 
the American Institute of Certified Public Accountants.  A review of 
interim financial information consists prinicipally of applying analytical 
procedures to financial data and making inquiries of persons responsible 
for financial and accounting matters.  It is substantially less in scope 
than an audit conducted in accordance with generally accepted auditing 
standards, the objective of which is the expression of an opinion regarding 
the financial statements taken as a whole.  Accordingly, we do not express 
such an opinion.

      Based on our review, we are not aware of any material modifications 
that should be made to the consolidated financial statements referred to 
above for them to be in conformity with generally accepted accounting 
principles.

      We have previously audited, in accordance with generally accepted 
auditing standards, the consolidated balance sheet of Banknorth Group, Inc. 
and subsidiaries as of December 31, 1998, and the related consolidated 
statements of income and cash flows for the year then ended (not presented 
herein) and the consolidated statement of changes in shareholders' equity 
for the year then ended; and in our report dated January 22, 1999, we 
expressed an unqualified opinion on those consolidated financial 
statements.  In our opinion, the information set forth in the accompanying 
consolidated balance sheet as of December 31, 1998 and the consolidated 
statements of changes in shareholders' equity for the year ended December 
31, 1998, are fairly stated, in all material respects, in relation to the 
consolidated balance sheet and statement of changes in shareholders' equity 
from which they have been derived.


                                       /S/ KPMG LLP

Albany, New York
April 16, 1999


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS

      The financial review which follows focuses on the factors affecting 
the  consolidated financial condition and results of operations of 
Banknorth Group, Inc. ("the parent") and its subsidiaries during the three 
months ended March 31, 1999, with comparisons to 1998, as applicable.  
Collectively, the parent company and its subsidiaries are referred to 
herein as "Banknorth" or "Company". Net interest income and net interest 
margin are presented in this discussion on a fully taxable equivalent basis 
(f.t.e.). Balances discussed are daily averages unless otherwise described. 
The unaudited consolidated interim financial statements, as well as the 
1998 annual report to shareholders' should be read in conjunction with this 
review.  Amounts in prior period consolidated financial statements are 
reclassified whenever necessary to conform to the 1999 presentation.  On 
December 31, 1998, the shareholders of Banknorth Group, Inc. and Evergreen 
Bancorp, Inc. ("Evergreen") of Glens Falls, New York approved a merger 
between the two organizations.  Evergreen was merged with and into 
Banknorth on that date with each issued and outstanding share of Evergreen 
common stock converted into 0.9 shares of Banknorth common stock.  This 
resulted in the issuance of approximately 7.9 million in additional shares 
of Banknorth common stock.  All of the historical financial information in 
this annual report has been restated for the effect of this transaction, 
which was accounted for as a pooling-of-interests.

      Except for historical information contained herein, the matters 
contained in this review are "forward-looking statements" that involve risk 
and uncertainties, including statements concerning future events or 
performance and assumptions and other statements which are other than 
statements of historical facts.  The Company wishes to caution readers that 
the following important factors, among others, could in the future affect 
the Company's actual results and could cause the Company's actual results 
for subsequent periods to differ materially from those expressed in any 
forward-looking statement made by or on behalf of the Company herein:

      *  the effect of changes in laws and regulations, including federal 
         and state banking laws and regulations, with which the Company 
         and its banking subsidiaries must comply, the cost of such 
         compliance and the potentially material adverse effects if the 
         Company or any of its banking subsidiaries were not in substantial 
         compliance either currently or in the future as applicable; 

      *  the effect of changes in accounting policies and practices, as may 
         be adopted by the regulatory agencies as well as by the Financial 
         Accounting Standards Board, or changes in the Company's 
         organization, compensation and benefit plans;

      *  the effect on the Company's competitive position within its market 
         area of increasing consolidation within the banking industry and 
         increasing competition from larger "super regional" and other 
         banking organizations as well as non-bank providers of various 
         financial services;

      *  the effect of certain customers and vendors of critical systems or 
         services failing to adequately address issues relating to becoming 
         year 2000 compliant;

      *  the effect of unforeseen changes in interest rates; 

      *  the effects of changes in the business cycle and downturns in the 
         local, regional or national economies;

      *  the effect of lower than expected revenues or cost savings from 
         the recently completed merger with Evergreen and acquisition of 
         the Berkshire branches;

      *  the effect of higher than expected costs and unanticipated 
         difficulties related to the cost of integration of acquired 
         businesses and operations; and

      *  the effect of other risks and uncertainties discussed throughout 
         this report as well as those discussed in the Company's Annual 
         Report on Form 10-K for the year ended December 31, 1998.

      The Company wishes to caution readers not to place undue reliance on 
any forward-looking statements, which speak only as of the date made, and 
to advise readers that various factors, including those described above, 
could cause the Company's actual results or circumstances for future 
periods to differ materially from those anticipated or projected.

      The Company does not undertake, and specifically disclaims any 
obligation, to publicly release the result of any revisions, which may be 
made to any forward-looking statements to reflect the occurrence of 
anticipated or unanticipated events or circumstances after the date of such 
statements.

OVERVIEW

      Banknorth's net income was $13.5 million, representing basic earnings 
per share ("EPS") of $.58 and diluted EPS of $.57, for the three months 
ended March 31, 1999, compared to $9.9 million, or $.42 basic EPS, and $.42 
diluted EPS for the three months ended March 31, 1998.

      During the first quarter of 1999, the Company completed the core 
banking systems conversion related to the Evergreen merger.  As a result, 
the Company recorded and paid $1.2 million in additional one-time expenses, 
primarily in data conversion and staff expenses.  Additionally, the Company 
recorded a net gain of $2.6 million related to the curtailment of the 
Evergreen pension resulting from the combination of the former Evergreen 
and Banknorth pension plans following the merger.  The net result of the 
merger-related activities was a net pre-tax gain of $1.4 million, or $775 
thousand in after tax impact.  This represents a $.03 impact on the diluted 
EPS. Final systems conversions for the Berkshire and Evergreen private 
banking relationships are scheduled to be completed in the second and third 
quarter of 1999, respectively.

MERGER AND ACQUISITION ACTIVITY

Evergreen Bancorp, Inc.

      On December 31, 1998, the shareholders of Banknorth and Evergreen 
approved a merger between the two organizations.  Evergreen was merged with 
and into Banknorth with each issued and outstanding share of Evergreen 
common stock, together with associated preferred purchase rights, converted 
into 0.9 shares of Banknorth common stock, plus cash in lieu of any 
fractional share interest.  This resulted in the issuance of approximately 
7.9 million in additional shares of Banknorth common stock, bringing 
Banknorth's outstanding shares to approximately 23.2 million immediately 
following the merger.

      Evergreen Bank, N.A. ("Evergreen Bank"), a national bank and formerly 
Evergreen's sole banking subsidiary, will continue to operate its banking 
business, as a wholly owned subsidiary of Banknorth.  Evergreen Bank 
operates 28 offices in 8 counties in eastern upstate New York, throughout 
an area extending from the Massachusetts border fifty miles south of 
Albany, north to the Canadian border.  Evergreen Bank serves commercial, 
individual, institutional and municipal customers with a wide range of 
deposit and loan products.  As of March 31, 1999, Evergreen Bank had total 
assets of $1.1 billion and deposits of $990.6 million.

      In order to effect the merger, one-time merger related expenses of 
$21.3 million ($15.8 million after-tax impact), were incurred in the fourth 
quarter of 1998 and the first quarter of 1999.  The majority of these 
expenses were employment-related costs and data processing conversion and 
termination costs.  Additionally, as mentioned above, the Company recorded 
in the first quarter of 1999, a net gain of $2.6 million on the curtailment 
of the Evergreen pension plan.  As of March 31, 1999, the systems 
conversion was completed in all areas, except the private banking 
relationships. The conversion of the private banking relationships of 
Evergreen is scheduled to occur in the third quarter of 1999 and the 
Company expects to incur an additional $100 thousand in one-time 
expenses to complete this conversion.

      At December 31, 1998, after payments of certain one-time merger 
related expenses, the Company had a remaining accrued liability of 
approximately $15.4 million related to: compensation costs, including 
severance, employment contracts and accelerated employee benefits ($5.6 
million); data processing contract termination costs ($3.9 million); 
investment banking fees ($3.5 million); and legal, accounting, and other 
costs incidental to the merger ($2.4 million).  $10.9 million of these 
liabilities were paid during the first quarter of 1999.   As of March 31, 
1999, $4.5 million of these liabilities remain.  The remaining liability 
primarily represents employment related costs and other costs incidential to 
the merger.

      The merger qualified as a tax-free reorganization and was accounted 
for as a pooling-of-interests.  At the time the merger was announced, both 
companies announced the recision of their previously announced stock 
repurchase programs.  

      All historical financial information in this quarterly report has 
been restated for the combination of the two companies.

First Massachusetts Bank - Berkshire Region

      On November 13, 1998, Banknorth completed the purchase from 
BankBoston, N.A. of ten full-service branches, one limited service branch 
and nine remote ATM locations, as well as private banking relationships 
associated with the branches in the Berkshire region of Massachusetts.

      In connection with the Berkshire acquisition, Banknorth paid 
BankBoston, N.A. a fixed premium of $52.5 million.  At the closing, the 
deposits of the Berkshire branches were approximately $290.1 million, 
including accrued interest. Banknorth also purchased in the transaction 
commercial loans associated with the branches with a net book balance as of 
November 13, 1998 of approximately $73.6 million and a portfolio of 
consumer loans originated in the branches with a net book balance of $35.8 
million.  In addition, the Company received approximately $122.5 million in 
cash as consideration for the net liabilities assumed. The Berkshire 
acquisition (other than the private banking relationships) was made through 
First Massachusetts Bank, N.A. headquartered in Worcester, Massachusetts, 
and has extended that bank's central Massachusetts territory westward to 
the border of New York State and contiguous to the southern reach of 
Evergreen's New York market area.

      The private banking relationships associated with these branches, 
which as of closing represented approximately $1.0 billion of trust and 
investment assets under management, including approximately $750 million in 
discretionary trust assets under management, were acquired by Stratevest.

      The transaction was accounted for under purchase accounting rules. As 
such, both the assets acquired and liabilities assumed have been recorded 
on the consolidated balance sheet of the Company at estimated fair value as 
of the date of acquisition. Goodwill, representing the excess of cost over 
net assets acquired, was $54.2 million, substantially all of which is 
deductible for income tax purposes, and is being amortized over fifteen 
years on a straight-line basis.  The one-time acquisition-related expenses 
of $1.8 million pre-tax, or $1.2 million after-tax, were recorded in the 
fourth quarter of 1998.  The conversion of the private banking 
relationships of the Berkshires, as previously noted, is to be completed in 
the second quarter of 1999 and an additional $100 thousand in one-time 
expenses are expected to be incurred in the completion of this conversion.

      The results of operations for the branches and private banking 
relationships acquired are included in Banknorth's consolidated financial 
statements from the date of acquisition forward.

ASSET/LIABILITY MANAGEMENT

      In managing its asset portfolios, Banknorth utilizes funding and 
capital sources within sound credit, investment, interest rate and 
liquidity risk guidelines.  Loans and securities are the Company's primary 
earning assets with additional capacity invested in money market 
instruments. Earning assets were 92.98% and 93.67% of total assets at March 
31, 1999 and 1998, respectively.

      Banknorth, through its management of liabilities, attempts to provide 
stable and flexible sources of funding within established liquidity and 
interest rate risk guidelines. This is accomplished through core deposit 
products offered within the markets served by the Company as well as 
through the prudent use of purchased liabilities.

      Banknorth's objectives in managing its balance sheet are to limit the 
sensitivity of net interest income to actual or potential changes in 
interest rates, and to enhance profitability through strategies that 
promise sufficient reward for understood and controlled risk. The Company 
is deliberate in its efforts to maintain adequate liquidity, under 
prevailing and forecasted economic conditions, and to maintain an efficient 
and appropriate mix of core deposits, purchased liabilities and long-term 
debt.

Earning Assets

      Earning assets were $4.0 billion during the first quarter of 1999, an 
increase of $326.0 million, or 8.8% from the first quarter of 1998. Table 
A, Mix of Average Earning Assets, shows how the mix of earning assets has 
changed as compared to the same period in 1998.

      Loans. Average total loans of $2.8 billion during the three months 
ended  March 31, 1999, were $193.5 million, or 7.3%, above the same period 
of  1998.  The increase is primarily attributable to the Berkshire branch 
acquisition completed in November 1998.  The Berkshire acquisition added 
approximately $100 million on average to the loan portfolio.  The remainder of
the increase is attributable to strong loan demand in the Massachusetts market
and improved lending activity in Vermont and New Hampshire. The strong 
commercial loan demand offset a decline in the real estate mortgage portfolio
as a result of refinancing activity.  Table B, Loan Portfolio, provides the
detailed components of the loan portfolio as of March 31, 1999 and 1998, as
well as December 31, 1998.

        Given the current economic indicators and interest rate 
environment, management believes that the Company will see continued but 
slowing growth in the loan portfolio during 1999.  If interest rates rise, 
a greater slow down in lending activity could be expected.

      Loans held for sale. Loans designated as held for sale are primarily 
single-family mortgages, originated by the Company's mortgage banking 
subsidiary or purchased through its wholesale lending operation, awaiting 
sale into the secondary market or to other Banknorth subsidiaries. 

      Loans held for sale were $32.4 million as of March 31, 1999, $14.1 
million lower than the $46.5 million balance outstanding as of March 31, 
1998. The production level experienced in 1998 was at record high levels 
for the Company as refinancing activity was strong throughout the year 
given the low interest rate environment.  Interest rates rose slightly in 
the first quarter of 1999 and refinancing activity slowed.  The current 
production in 1999 is primarily new mortgage originations as the home 
buying season has begun and interest rates remain relatively low.  On 
average, loans held for sale remained high at $36.4 million during the 
first quarter of 1999, $6.5 million, or 21.7% higher than the average for 
the three-month period ending March 31, 1998.  This was primarily the 
result of the strong pipeline of mortgage loans as the number of 
applications pending and loans in various stages of production were at high 
levels as of December 31, 1998.  Management expects the level of mortgage 
originations to return to more normal levels for the remainder of 1999.

      Securities available for sale. This portfolio is managed on a total 
return basis with the objective of exceeding, by 50 basis points, the 
return that would be experienced if investing solely in U.S. Treasury 
instruments. This category of investments is used primarily for liquidity 
purposes while simultaneously producing earnings, and is managed under 
prudent policy limits established for average duration, average convexity 
and average portfolio life. 

      Period end balances in securities available for sale totaled $1.1 
billion at March 31, 1999 as compared to $983.5 million at March 31, 1998, 
an increase of $146.6 million or 14.9%.  The balances include a fair value 
adjustment reflecting net unrealized gains of $1.7 million at March 31, 
1999, and $5.8 million at March 31, 1998. The increase in securities 
available for sale is primarily the cash flow generated by the investment 
securities held to maturity portfolio re-invested in the available for sale 
portfolio and the investing of excess liquidity as a result of deposit 
growth.  Average balances for securities available for sale for the three 
months ended March 31, 1999 and 1998 were $1.1 billion and $969.0 million, 
respectively.

      Investment securities held to maturity. The designation "investment 
securities held to maturity" is made at the time of purchase or transfer 
based upon the intent and ability to hold these securities until maturity. 
The management of this portfolio focuses on yield and earnings generation, 
liquidity through cash flow and interest rate risk characteristics within 
the framework of the entire balance sheet. Cash flow guidelines and average 
duration targets have been established for management of this portfolio. As 
of March 31, 1999, the balance of securities in this category was $19.5 
million, $30.1 million below the balance at March 31, 1998. The primary 
cause of the reduced portfolio size was the reinvestment of cash flows from 
maturities during 1998 and thus far in 1999 into the available for sale 
portfolio.

      Table C, Securities Available for Sale and Investment Securities 
contains details of investment securities at March 31, 1999 and 1998, as 
well as December 31, 1998.

      Money market investments. Money market investments, primarily Federal 
funds sold, averaged $19.5 million during the first quarter of 1999, up 
$4.5 million, or 30.0%, from the first quarter of 1998. Subsidiary banks 
with excess overnight cash positions invest such funds with other 
subsidiary banks that may have short-term funding needs. This internal 
settlement, performed prior to purchasing funds in the market, reduces 
funding costs and improves overall liquidity.

      Income on earning assets. Income from earning assets was $78.4 
million for the three-month period ended March 31, 1999, as compared to 
$76.1 million for the same period in 1998.  The increase of $2.3 million, 
or 3.0%, resulted from the increases in earning assets through acquisition 
and normal growth described previously.  Total earning assets during the 
first quarter of 1999 of $4.0 billion yielded 7.88%, while in 1998 earning 
assets of $3.7 billion yielded 8.31%. The increase in earning assets 
contributed $6.2 million towards the increase in interest income, while the 
decline in yield of 43 basis points resulted in $3.9 million less in 
interest income.  Table D, Average Balances, Yields and Net Interest 
Margins and Table F, Volume and Yield Analysis contain details of changes 
by category of interest income from earning assets.

Funding Sources

      Banknorth utilizes various traditional sources of funding to support 
its earning asset portfolios. Average total net funding increased by $406.1 
million, or 11.4%, in the first quarter of 1999 in comparison to the 
average for the quarter ended March 31, 1998.  Table E, Average Sources of 
Funding, presents the various categories of funds used and the 
corresponding average balances for the first quarter of 1999 and 1998.

      Deposits. Total core deposits averaged $3.3 billion during the three 
month period ended March 31, 1999, $476.1 million, or 16.7%, over the first 
quarter average of 1998.  The majority of the increase was the result of 
the Berkshire branch acquisition, which contributed $292.7 million on 
average in deposits during the first quarter of 1999.  Overall, NOW and 
money market accounts increased by $300.9 million, retail time deposits in 
denominations less than $100,000 increased by $43.8 million and regular 
savings increased $30.2 million.  In the current low rate environment, the 
indexed money market product offered is an attractive option for our 
customers.  Total core deposits represented 84.1% of total net funding 
during the first quarter of 1999 as compared to 80.3% during the same 
quarter of 1998.

      Purchased liabilities. Total purchased liabilities decreased on 
average by $67.3 million to $621.6 million during the first quarter of 1999 
from $688.9 million during the first quarter of 1998.   Short-term borrowed 
funds decreased $134.3 million from $438.7 million for the three months 
ended March 31, 1998 to $304.4 million for the three months ended March 31, 
1999. Short-term borrowings from the FHLB decreased significantly from 
$270.3 million at March 31, 1998 to $59.6 million at March 31, 1999. The 
decrease in short-term borrowed funds was the result of paydowns made after 
receipt of cash in the acquisition of the Berkshire branches and a 
refinancing of approximately $30.0 million to longer-term debt at more 
favorable rates. Long-term advances from the Federal Home Loan Bank 
increased on average from $35.2 million for the three months ended March 
31, 1998 to $66.0 million for the three months ended March 31, 1999. 
Scheduled maturities of short-term advances were replaced with long-term 
advances in response to movements in interest rates while maintaining the 
Company's interest rate risk profile within established guidelines.

      Securities sold under repurchase agreements continued to be an 
important source of purchased liabilities. Securities sold under repurchase 
agreements averaged $214.3 million or 34.5% of the purchased liabilities 
for the first quarter of 1999. This is an increase of $70.2 million from 
the average in the first quarter of 1998. The Company enters into sales of 
securities under short-term, usually overnight, fixed coupon, repurchase 
agreements with customers.  Such agreements are treated as financings and 
the obligations to repurchase securities sold are reflected as liabilities.

      Bank Debt.  Average bank debt of $8.1 million during the first 
quarter of 1999 represented primarily the 1994 funding of the acquisition 
of North American Bank Corporation.  Banknorth financed the transaction 
with a bank credit facility whose original terms were re-negotiated in 
April 1999. The re-negotiated terms provide improved pricing and an 
extension of the repayment period. The balance of $7.2 million at March 31, 
1999 will be repaid within five years. Additionally, there was $280 
thousand in bank debt at March 31, 1999 related to the funding of the 
Employee Stock Ownership Plan of Evergreen Bank.  This loan is an 
adjustable rate loan that will mature in 2000.

      In April 1999, the Company obtained a $25 million commitment for a line
of credit with a third party.  The line of credit has not yet been used.

      Interest expense summary. Total interest expense for the three months 
ended March 31, 1998 was $34.8 million, a decrease of $733 thousand or 
2.1%, as compared to the same period of 1998. The decrease in interest 
expense was the result of the Company lowering its cost of funding given 
the significant increase in core deposits and the decline of $106.2 million 
in higher cost borrowings, primarily short-term. Increased levels of 
interest-bearing liabilities contributed $3.1 million to the increase in 
interest expense while the decline in rates paid decreased interest expense 
by $3.8 million. The cost of interest bearing liabilities was 4.07% in the 
first quarter of 1999, a decrease of  49 basis points from the first 
quarter of 1998.

      Tables D, Average Balances, Yields and Net Interest Margins and Table 
F, Volume and Yield Analysis, contain details of changes by category of 
interest bearing liabilities and interest expense.

Net Interest Income

      Net interest income totaled $43.7 million and $40.6 million for the 
three month periods ended March 31, 1999 and 1998, respectively.  The net 
interest margin was 4.39% during the first quarter of 1999 as compared to 
4.44% during the same period of 1998. The yield on earning assets of 7.88% 
for the first quarter of 1999, was 43 basis points below the corresponding 
period of the prior year.  Interest rates generally decreased during 1998 
and rose slightly in early 1999.  This trend of the decreasing yield on 
earning assets was experienced throughout 1998 and 1997. The net interest 
margin narrowed during 1998 and to date in 1999 as competition for quality 
credits and retail deposits resulted in a tighter spread between asset 
yields and liability costs.

RISK MANAGEMENT

Credit Risk

      Credit risk is managed through a network of loan officer authorities, 
credit committees, loan policies and oversight from the corporate senior 
credit officer and subsidiary boards of directors. Management follows a 
policy of continually identifying, analyzing and grading credit risk 
inherent in each loan portfolio. An ongoing independent review, subsequent 
to management's review, of individual credits is performed on each 
subsidiary bank's commercial loan portfolios by the independent Loan Review 
function.

      As a result of management's ongoing review of the loan portfolio, 
loans are placed in non-accrual status, either due to the delinquent status 
of principal and/or interest payments, or a judgment by management that, 
although payments of principal and/or interest are current, such action is 
prudent. Loans are generally placed in non-accrual status when principal 
and/or interest is 90 days overdue, except in the case of consumer loans 
which are generally charged off when loan principal and/or interest 
payments are 120 days overdue.

      Non-performing assets ("NPAs"). Non-performing assets include non-
performing loans, which are those loans in a non-accrual status, loans 
which have been classified as troubled debt restructurings and loans past 
due 90 days or more and are still accruing interest. Also included in the 
total non-performing assets are foreclosed and repossessed non-real estate 
assets.

      NPAs were $23.7 million at March 31, 1999, an increase of $883 
thousand, or 3.9%, from March 31, 1998 and a decrease of $673 thousand, or 
2.8%, from December 31, 1998. The ratio of NPAs to loans plus other real 
estate owned and repossessed assets at March 31, 1999, was .83% compared to 
 .86% at March 31, 1998. Table G, Non-Performing Assets, contains the 
details for March 31, 1999 and 1998, and December 31, 1998.

      Non-performing loans ("NPLs") at March 31, 1999 were $22.1 million, a 
net increase of $1.3 million, or 6.5%, from March 31, 1998. Delinquency 
rates in the residential portfolio are consistent with trends seen 
regionally and nationally. Given the possibility of increases in interest 
rates, management expects that certain credits may encounter difficulty in 
continuing to perform under the contractual terms of their loans should 
rates actually increase. While this occurrence might result in increases in 
NPLs and subsequent charge-offs, management does not expect it to 
materially affect the Company's performance during the year.

      Total other real estate owned and repossessed assets were $1.6 
million at March 31, 1999, down $453 thousand from one year earlier and 
down $1.7 million from December 31, 1998.

      Allowance for loan losses and provision. The allowance for loan 
losses is maintained at a level estimated by management to provide 
adequately for risk of loss inherent in the current loan portfolio.  The 
adequacy of the allowance for loan losses is monitored monthly.  It is 
assessed for adequacy using a methodology designed to ensure the level of 
the allowance reasonably reflects the loan portfolio's risk profile.  It is 
also evaluated to ensure that it is sufficient to absorb all probable and 
reasonably estimable credit losses inherent in the current loan portfolio. 

      For purposes of evaluating the adequacy of the allowance, the Company 
considers a number of significant factors that affect the collectibility of 
the portfolio.  For individually analyzed loans, these include estimates of 
loss exposure, which reflect the facts and circumstances that affect the 
likelihood of repayment of such loans as of the evaluation date.  For 
homogenous pools of loans, estimates of the Company's exposure to credit 
loss reflect a thorough assessment of a number of factors, which could 
affect loan collectibility.  These factors include: the size, trend, 
composition, and nature; changes in lending policies and procedures, 
including underwriting standards and collection, charge-off and recovery 
practices; trends experienced in non-performing and delinquent loans; past 
loss experience; economic trends in the Company's market; portfolio 
concentrations that may affect loss experienced across one or more 
components of the portfolio; the effect of external factors such as 
competition, legal and regulatory requirements; and, the experience, 
ability, and depth of lending management and staff.  In addition, various 
regulatory agencies, as an integral component of their examination process, 
periodically review the Company's allowance for loan losses.  Such agencies 
may require the Company to recognize additions to the allowance based on 
their judgement about information available to them at the time of their 
examination, which may not be currently available to management.

      After a thorough consideration and validation of the factors 
discussed above, required additions to the allowance for loan losses are 
made periodically by charges to the provision for loan losses. These 
charges are necessary to maintain the allowance at a level which management 
believes is reasonably reflective of overall risk of loss inherent in the 
loan portfolio.  While management uses available information to recognize 
losses on loans, additions to the allowance may fluctuate from one 
reporting period to another.  These fluctuations are reflective of changes 
in risk associated with portfolio content and/or changes in management's 
assessment of any or all of the determining factors discussed above.

      Table H, Summary of Loan Loss Experience, includes an analysis of the 
changes to the allowance for the three months ended March 31, 1999 and 
1998, as well as for the year ended December 31, 1998. Loans charged off in 
the first three months of 1999 were $2.3 million, or an annualized .32% of 
average loans.  This represents an improvement over the prior year's first 
quarter results when charge-offs totaled $2.4 million, or an annualized 
 .36% of average loans. Recoveries on loans previously charged off were $1.4 
million for both of the three-month periods ended March 31, 1999 and 1998.

      The provision for loan losses ("provision") for the three months 
ended March 31, 1999 was $2.0 million, or an annualized .28% of average 
loans. Provisions of $2.3 million, or an annualized .35% of average loans, 
and $9.3 million, or .35% of average loans were experienced during the 
first quarter of 1998 and the full year of 1998, respectively. The decrease
in the provision is primarily the result of a reduction of the higher credit
risk loan portfolios as a percentage of the total loan portfolio. Previously,
the Company had experienced significant growth in commercial, commercial real
estate, and installment loans as well as its Massachusetts market. Accordingly,
the provision was increased in fiscal 1997 as compared to fiscal 1996 and in 
fiscal 1998 as compared to fiscal 1997. In addition, as discussed above, 
charge-offs and net charge-offs have decreased from the first quarter of 1998
to the first quarter of 1999.  These items are somewhat offset by the slight 
increase in non-performing loans, as discussed above.  Accordingly, the 
provision for loan losses for the quarter ended March 31, 1999 is down 
slightly from the first quarter of 1998. 

       Provisions recorded are those necessary to maintain the allowance at 
a level adequate enough to absorb reasonably predictable loan charge-offs. 
At March 31, 1999, the allowance provided a coverage of non-performing 
loans of 207.02% as compared to 212.14% and 192.52% at December 31, 1998 
and March 31, 1998, respectively.

Market Risk

      Interest rate risk is the most significant market risk affecting the 
Company.  Other types of market risk, such as foreign currency exchange 
rate risk and commodity price risk, do not arise in the normal course of 
the Company's business activities.

      The responsibility for balance sheet risk management oversight is the 
function of the Asset/Liability Committee ("ALCO"). The corporate ALCO, 
chaired by the chief financial officer and composed of various subsidiary 
presidents and other members of corporate senior management, meets on a 
monthly basis to review balance sheet structure, formulate strategy in 
light of expected economic conditions, and review performance against 
guidelines established to control exposure to the various types of inherent 
risk. Bank subsidiary  ALCOs meet on a more frequent basis to implement 
policy, review adherence to guidelines, adjust product prices as necessary 
and monitor liquidity.

      Interest rate risk can be defined as an exposure to a movement in 
interest rates that could have an adverse effect on the Company's net 
interest income.  Interest rate risk arises naturally from the imbalance in 
the repricing, maturity and/or cash flow characteristics of assets and 
liabilities. Management's objectives are to measure, monitor and develop 
strategies in response to the interest rate risk profile inherent in the 
Company's consolidated balance sheet and off-balance sheet financial 
instruments.

      Interest rate risk measurement and management techniques incorporate 
the repricing and cash flow attributes of balance sheet and off-balance 
sheet instruments as they relate to potential changes in interest rates. 
The level of interest rate risk, measured in terms of the potential future 
effect on net interest income, is determined  through the use of modeling 
and other analytical techniques under multiple interest rate scenarios. 
Interest rate risk is evaluated on a quarterly basis and reviewed by the 
Corporate ALCO with subsidiary risk profiles presented to the respective 
boards of directors.

      The Company's Asset Liability Management Policy, approved annually by 
the boards of directors, establishes interest rate risk limits in terms of 
variability of net interest income under rising, flat and decreasing rate 
scenarios. It is the role of the ALCO to evaluate the overall risk profile 
and to determine actions to maintain and achieve a posture consistent with 
policy guidelines.

      Certain imbalances causing interest rate risk to exceed policy limits 
are correctable through management of asset and liability product 
offerings. Depending upon the specific nature of the imbalance, it may be 
more efficient and less costly to utilize off-balance sheet instruments 
such as interest rate swaps, interest rate corridors and interest rate cap 
or floor agreements, among other things, to correct the imbalance.  
Banknorth utilized swaps, floors and corridors to address certain interest
rate risk exposures.

      A significant portion of the Company's loans are adjustable or 
variable rate resulting in reduced levels of interest income during periods 
of falling rates. Certain categories of deposits reach a point where market 
forces prevent further reduction in the rate paid on those instruments. The 
net effect of these circumstances is reduced interest income offset only by 
a nominal decrease in interest expense, thereby narrowing the net interest 
margin. To protect the Company from this occurrence, interest rate floors 
in the notional amount of $295.0 million, and interest rate swaps in the 
notional amount of $50.0 million were used to mitigate the potential 
reduction in interest income on certain adjustable and variable rate loans.   
Further, in May 1998, the Company sold interest rate swaps in the notional 
amount of  $50.0 million previously in use for a net gain of $254 thousand.  
This gain is being amortized into interest income over the original 
remaining lives of the initial swap contracts of approximately one year.  
The swaps were sold in order to reduce interest rate risk sensitivity of 
the Company.  In late 1998, interest rate corridors in the notional amount 
of $50.0 million and interest rate swaps in the notional amount of $50.0 
million were entered into in order to mitigate the reduction in interest 
income in a period of rising rates.  In a period of quickly rising interest 
rates, certain deposit products will reprice more rapidly than certain 
fixed rate earning assets potentially causing a reduction in interest 
income.  These contracts were designed to make a portion of the 
Corporation's fixed rate loans sensitive to rising rates.

      The aggregate cost of the interest rate floors and corridors was $3.2 
million which is being amortized as an adjustment to the related loan yield on
a straight-line basis over the terms of the agreements.  At March 31, 1999, 
the unamortized balance of these interest rate floors and corridors was $1.2 
million.  The estimated fair value of these floors was $2.4 million as of March
31, 1999.  The estimated fair value of the interest rate swap contracts and 
interest rate corridors were $827 thousand and $393 thousand as of March 
31, 1999.

      Banknorth utilizes an interest rate risk model widely recognized in 
the financial industry to monitor and measure interest rate risk. The model 
simulates the behavior of interest income and expense of all on and off 
balance sheet financial instruments under different interest rate scenarios 
together with a dynamic future balance sheet. Banknorth measures its 
interest rate risk in terms of potential changes in net interest income.

Liquidity Risk

      Banknorth seeks to obtain favorable sources of liabilities and to 
maintain prudent levels of liquid assets in order to satisfy varied 
liquidity demands. Besides serving as a funding source for maturing 
obligations, liquidity provides flexibility in responding to customer 
initiated needs. Many factors affect the Company's ability to meet 
liquidity needs, including variations in the markets served by its network 
of offices, its mix of assets and liabilities, reputation and credit 
standing in the marketplace, and general economic conditions.

      The Company actively manages its liquidity position through target 
ratios established under its liquidity policy. Continual monitoring of 
these ratios, both historically and through forecasts under multiple 
interest rate scenarios, allows Banknorth to employ strategies necessary to 
maintain adequate liquidity. Management has also defined various degrees of 
adverse liquidity situations which could potentially occur and has prepared 
appropriate contingency plans should such situations arise.

      The Company achieves its liability-based liquidity objectives in a 
variety of ways.  Net liabilities can be classified into three basic 
categories for the purpose of managing liability-based liquidity: core 
deposits, purchased liabilities, and long-term or capital market funds. 
Core deposits consist of non-interest bearing demand deposits and retail 
deposits.  These deposits result from relatively dependable customers and 
commercial banking relationships and are therefore viewed as a stable 
component of total required funding. Banknorth will continue to seek 
funding in the most efficient and cost effective manner as possible. Table 
E reflects the components of funding for March 31, 1999 and 1998.

      Among the traditional funding instruments comprising the category of 
purchased liabilities are time deposits $100 thousand and greater, Federal 
funds purchased, securities sold under agreement to repurchase, borrowings 
from the United States Treasury Department (Treasury, Tax and Loan 
accounts), and short and long-term borrowings from the FHLB.

      One of the principal components of purchased funding is short-term 
borrowed funds through sales of securities under agreements to repurchase. 
These borrowings generally represent short-term uninsured customer 
investments, which are secured by Company securities. During the first 
quarter of 1999, the average securities sold under agreements to repurchase 
were $214.3 million, as compared to $144.1 million in the first quarter of 
1998.

      Long-term purchased funding, primarily through the FHLB, was $66.0 
million during the first quarter of 1999, up $30.8 million from the quarter 
ended March 31, 1998 as short-term notes from the FHLB were replaced with 
longer term FHLB debt at more favorable rates.

      As previously discussed, the Company utilized financial institution 
borrowings pursuant to a five year credit facility to finance the NAB 
acquisition.  The Company's primary source of funds to pay principal and 
interest under this credit facility is dependent upon the continued ability 
of the subsidiary banks to pay dividends in an amount sufficient to service 
such debt.

      A secondary source of liquidity is represented by asset-based 
liquidity.  Asset-based liquidity consists of holdings of securities 
available for sale and short-term money market investments that can be 
readily converted to cash, as well as single-family mortgage loans, held 
for sale in the secondary market.  Alternatively these assets may be 
pledged to secure short-term borrowed funds.

      The Company also uses the capital markets as a source of liquidity.  
In May 1997, the Company established a trust to issue and sell $30.0 
million in capital securities. The net proceeds were used for general 
corporate purposes. In February 1996, the Company issued 2,044,446 shares 
of common stock resulting in $32.2 million in net proceeds which were used 
to provide a portion of the initial capital of FMB and to help offset the 
reduction in the Company's regulatory capital ratios resulting from the 
acquisition. 

OTHER OPERATING INCOME AND EXPENSES

      Other operating income is a significant source of revenue for 
Banknorth and an important factor in the Company's results of operations. 
Other operating income totaled $14.8 million for the first quarter of 1999, 
$6.0 million or 67.0% higher than the first quarter of 1998.  Included in 
the 1999 other income was a net gain of  $2.6 million on the curtailment of 
the Evergreen pension plan.

      Investment management income.  The Stratevest Group, N.A., the 
Company's investment and financial management subsidiary, contributes the 
largest recurring portion of other operating income through fees generated 
from the performance of trust and investment management services. Income 
from trust and investment management services totaled $4.8 million in the 
first quarter of 1999, an increase of $1.9 million, or 63.2% over the same 
period of 1998.  The increase was the result of strong sales and market 
conditions as well as the increase in the managed assets as a result of the 
Berkshire branch acquisition.  The Company's acquisition of approximately 
$1.0 billion in investment assets as a result of the Berkshire branches 
acquisition in November 1998 was added to the Stratevest portfolio of managed 
assets.  This portion of the portfolio generated approximately $1.6 million 
in investment management income in the first quarter of 1999.  Total assets 
under management totaled $4.0 billion, including $2.7 billion under 
discretionary management, as of March 31, 1999, compared to total assets 
under management of $2.3 billion, including $1.1 billion under 
discretionary management, as March 31, 1998.  Continued opportunities for 
increases in the generation of Stratevest's income lie in increased sales 
in the Massachusetts, New York and New Hampshire markets.  The Company is 
experiencing increased sales in these areas and, accordingly, management 
expects continued increased levels of trust and investment management 
income for 1999.

      Service charges on deposit accounts.  Service charges on deposit 
accounts, $3.2 million for the three months ended March 31, 1999, were $319 
thousand, or 11.1% above the same period of 1998. The increase in service 
charges was primarily the result of improved charge policies implemented in 
late 1997 and the Berkshire branch acquisition, which added on average 
$292.7 million in deposits in the first quarter of 1999. During late 1997, 
Banknorth reviewed and enhanced its policies and practices regarding 
service charges and service charge waivers.  Accordingly, the level of fee 
income improved throughout 1998 and into 1999.

      Mortgage banking income.  Mortgage banking income, which is comprised 
of loan servicing income, net loan transactions and gains on the sale of 
mortgage servicing rights, amounted to $1.3 million for the three months 
ended March 31, 1999. This category of income was up $230 thousand, or 
21.0%, from March 31, 1998.  Loan servicing income, primarily mortgage 
servicing at BMC, was $366 thousand in the first quarter of 1999, a 
decrease of $83 thousand, or 18.5%, from the same period of 1998, as a 
result of the increased amortization in mortgage servicing rights. The 
amortization of mortgage servicing rights was $369 thousand for the three 
months ended March 31, 1999 compared to $319 thousand for the three months 
ended March 31, 1998.  This increase in amortization expense is primarily 
related to the growth in the capitalized mortgage servicing rights (MSRs) 
reflecting the continued application of new accounting rules adopted in 
1996.

      Additionally, net loan transaction income is generated through the 
origination and subsequent sale of mortgage products into the secondary 
mortgage market.  Net loan transaction income in the first quarter of 1999 
amounted to $962 thousand, $351 thousand greater than the same period of 
1998.  The significant increase was the result of the record level 
production throughout 1998 which created strong sales activity into 1999 as the
number of applications pending and loans in various stages of production 
were at a high level at December 31, 1998.  As these loans were closed and 
were sold during the first quarter of 1999, gains from these net loan 
transactions were recorded. Interest rates rose slightly in the first 
quarter of 1999 and refinancing activity slowed.  The current production in 
1999 is primarily new mortgage originations as the home buying season has 
begun and interest rates remain relatively low.

      Card product income.  Card product income represents the fees and 
interchange income generated by the use of Banknorth issued credit (Visa) 
and debit cards.  This income category increased $183 thousand, to $613 
thousand, in the first quarter of 1999 as compared to the first quarter of 
1998 as the volume of debit card transactions increased given the addition 
of the Berkshire customers and improved consumer acceptance and usage of 
the product.

      ATM income.  ATM income represents the income generated from the ATM 
network operated by Banknorth for the benefit of its customers.  ATM income 
amounted to $619 thousand for the three months ended March 31, 1999 
compared to $482 thousand for the three months ended March 31, 1998.  The 
increase in ATM income over the last year was the result of the terminal 
convenience fee being assessed in all states in which the Company operates 
and the addition of the Berkshire ATMs to the Banknorth network.  In mid 
1997, the Company commenced charging a terminal convenience fee for ATM 
transactions by non-customers in Vermont, New York and New Hampshire. This 
fee allows the Company to recover a portion of the expense of operating the 
ATM network.  In September 1998, the Company began assessing this fee in 
the Massachusetts market.  Fee income is expected to remain at the first 
quarter of 1999 level throughout the year.

      Net securities transactions.  Net gains or losses from securities 
transactions are also included in other operating income. In the first 
quarter of 1999, the Company realized $225 thousand in net securities gains 
compared to the first quarter of 1998 when it realized $429 thousand in net 
losses.  The net gains recorded in the first quarter of 1999 resulted from 
the management of the portfolio within Banknorth guidelines given the 
current market conditions.  The net loss in 1998 was the result of the sale 
of approximately $85.5 million of securities available for sale during 
January 1998 at a loss of approximately $504 thousand. The loss was 
recovered through enhanced yields within a six month period. The Company 
anticipates that it will consider additional sales from the securities 
available for sale portfolio during 1999 as it attempts to achieve its 
objectives in the total return management of the securities available for 
sale portfolio. The Company also expects that future losses incurred, if 
any, would be recovered through yield improvement within a one to two year 
period.

      Bank-owned life insurance income.  In the fourth quarter of 1997, 
Banknorth purchased $40.0 million of bank-owned life insurance ("BOLI"), 
which resulted in approximately $540 thousand of income in both the first 
quarters of 1999 and 1998. The BOLI was purchased as a financing tool for 
employee benefits. The value of life insurance financing is the tax 
preferred status of life insurance cash values. The purchase of the life 
insurance policy results in an interest sensitive asset on the Company's 
consolidated balance sheet that provides monthly tax-free income to the 
Company.  The largest risk to the BOLI program is credit risk of the 
insurance carriers. To mitigate this risk, the Company selected insurance 
carriers with a minimum rating of A (Best rating) and further, annual 
financial condition reviews are completed on all carriers.  Securities 
available for sale were allowed to mature or were sold in order to provide 
the funding necessary to implement the bank-owned life insurance program. 
As a result of this transaction, the Company benefits in future periods 
from the tax-free nature of income generated from the life insurance 
policies.  In general, the yield received from the bank-owned life 
insurance is comparable to the yield previously received on the securities 
available for sale, thereby causing the Company's earnings stream to 
benefit from the tax characteristics of the bank-owned life insurance.

      Net gain on curtailment of pension plan.  As noted earlier, the 
Company recorded a net gain of $2.6 million from the curtailment of the 
Evergreen pension plan resulting from the combination of the former 
Evergreen and Banknorth pension plans following the merger.  This is a non-
recurring income item.  All employees of Banknorth are now participants in 
a single pension plan.

      Other income.  Other income amounted to $901 thousand for the three 
months ended March 31, 1999, compared to $920 thousand for the three months 
ended March 31, 1998.  The largest portions of this income category are 
from personal banking and commercial banking fees, including safe deposit 
box and official checks.  The slight decline between the three-month 
periods was caused by the recording of a $119 thousand gain on the sale of 
fixed assets in the first quarter of 1998.  Without this gain, other 
banking income was up approximately 12.3% primarily as a result of the ten 
additional branches acquired in the Berkshire region of Massachusetts.

Other Operating Expenses

      Other operating expenses for the first quarter was $36.3 million, 
$3.8 million, or 11.6%, above expense levels in the first quarter of 1998. 
The majority of the increase in operating expenses was due to $1.2 million 
in merger related expenses, $842 thousand in additional goodwill expense, 
and $562 thousand in additional compensation and benefit expenses. The 
Company's efficiency ratio  was 58.56% in the first quarter of 1999, down 
from 61.37% from the same period one year earlier.

      Compensation.  Compensation expense increased by $471 thousand, or 
3.6%, in the first quarter of 1999 in comparison to the first quarter of 
1998.  The increase in this expense is primarily due to merit pay increases 
during the year as the number of full-time equivalent employees was 
approximately the same for both quarters.  The location of the employees 
changed with fewer employees in New York State and more employees in the 
Berkshire region of Massachusetts and in Vermont during 1999 compared to the 
first quarter of 1998.  Benefits expenses also increased by 2.8% between 
the three months ended March 31, 1999 and 1998.

      Net occupancy.  Net occupancy costs increased $419 thousand or 16.0% 
from $2.6 million for the three months ended March 31, 1998 to $3.0 million 
for the three months ended March 31, 1999.  As noted earlier, in the 
Berkshire acquisition, the Company acquired ten additional banking offices 
and its corresponding occupancy costs.  Occupancy expenses are expected to 
remain at this level throughout 1999.

      Equipment and software.  Equipment and software expense was $2.4 
million and $2.3 million for the three months ended March 31, 1999 and 
1998, respectively. Banknorth continuously invests in upgraded technology 
in order to offer enhanced products and services or to create operating 
efficiencies.  Management expects equipment and software expenses to 
increase in 1999 as a result of continued investment of additional 
technology, including a new automated platform system for the branch 
network.

      Data processing.  Data processing fees include payments to 
Banknorth's vendors of mainframe systems and site management, credit card 
processing, ATM transaction processing and shareholder accounting services.  
These fees increased $367 thousand or 21.2% in the first quarter of 1999 in 
comparison to the same period of 1998 primarily as a result of additional 
outside processing expense for servicing of the purchased Berkshire private 
banking relationships.  This expense of $300 thousand per quarter will be 
incurred through the second quarter of 1999.  After the Company's 
conversion of these relationships is completed by early in the third quarter of
1999, this outside servicing expense will be discontinued.

      Additionally, the Company's mainframe systems and site management 
expenses were down in the first quarter of 1999 compared to the first 
quarter of 1998 as a result of the completion of systems conversion of 
Evergreen.  In 1998, the data processing costs consisted of two mainframe 
site management contracts.  One contract was terminated upon the merger 
with Evergreen, thereby reducing the overall data processing costs.  Offsetting
this favorable change in data processing expense, the Company recognized 
$300 thousand in expense in the first quarter of 1999 related to the system 
conversion of the merger of two subsidiary banks, Woodstock National Bank 
and First Vermont Bank.  This conversion is expected to be completed in the 
second quarter of 1999.

      Other real estate owned.  Expenses relating to other real estate 
owned and repossessed assets decreased for the first quarter of 1999 by 
$202 thousand as compared to March 31, 1998 as the holding costs of these 
properties declined.  Included in this expense category in the first 
quarter of 1999 are net gains on the sale of other real estate owned and 
repossessed assets in the amount of $14 thousand.  Net gains on sales in 
the first quarter of 1998 were $91 thousand. Management anticipates the 
level of other real estate owned and repossession expenses to remain steady 
throughout the year.

      Legal and professional.  Legal and professional expenses of $927 
thousand during the first quarter of 1999, were $175 thousand lower than 
the first quarter of 1998.  Expenses were high in the first quarter of 1998 
due to various business initiatives.

      Advertising and marketing.  Advertising and marketing expenses were 
$1.1 million for the three months ended March 31, 1999, $175 thousand, or 
18.0% higher than the first three months of 1998. In 1998, Banknorth 
introduced a market branding campaign and increased its marketing efforts 
in target markets. Marketing expenses are expected to be higher throughout 
1999 in comparison to 1998.

      Communications.  Communications expenses totaled $963 thousand in the 
first quarter of 1999, and $719 thousand in the first quarter of 1998. The 
increase in communication expenses was primarily due to the expansion of 
the voice/data communication network to accommodate the new locations of 
Banknorth.

      Amortization of goodwill.  Amortization of goodwill amounted to $2.2 
million in first quarter of 1999 compared to $1.3 million in the first 
quarter of 1998. The increased goodwill amortization is the result of the 
Berkshire acquisition completed in November 1998, which generated an 
additional $54.2 million in goodwill or $3.6 million in amortization per 
year as this goodwill will be amortized over 15 years. Based on existing 
goodwill, the 1999 goodwill amortization expense is expected to be $8.7 
million.

      Capital securities.  The capital securities issued in May 1997, which 
created Tier I capital, gave rise to expense of $789 thousand in the first 
quarters of 1999 and 1998.  As mentioned previously, incremental investment 
purchases were made in an effort to offset the cost of the capital 
securities through increased net interest income.  Funding for the 
investments was primarily in the form of borrowings from the FHLB.

      Merger and acquisition related expenses.  The merger expenses 
incurred in the first quarter of 1999 related to the merger with Evergreen 
amounted to approximately $1.2 million, or $748 thousand, after income tax 
effect. This brings total one-time merger related expenses to $21.3 million 
($15.8 million after-tax impact).  The majority of these expenses were 
employment-related costs and data processing conversion and termination 
costs.

      The conversion of the private banking relationships of Berkshire and 
Evergreen are scheduled for the second and third quarters of 1999, 
respectively. Additional one-time expenses of $200 thousand related to 
these conversions of the private banking relationships is expected to be 
incurred.

      Other expenses.  Other expenses totaled $3.6 million and $3.3 million 
for the three months ended March 31, 1999 and 1998, respectively.  The 
majority of the increase was due to additional operating expenses of a 
larger institution, including postage and delivery, check sale costs,  and 
network charges.  Additionally, the Company increased its investment in low 
income housing projects during 1998, which resulted in a greater amount of 
writedowns in the first quarter of 1999 compared to the first quarter of 
1998.  These low-income housing projects generate significant tax credits 
and reduce the Company's effective tax rate from the statutory level.

SUBSIDIARY BANK MERGER

      On July 30, 1998, the Company announced that it plans to merge one of 
its subsidiary banks, Woodstock National Bank, into another subsidiary 
bank, First Vermont Bank.  The combination of the two banks is subject to 
regulatory approval and is expected to take place in the second quarter of 
1999 with Woodstock National Bank's three offices becoming branch offices 
of First Vermont Bank.  The conversion is expected to costs approximately 
$400 thousand in total, of which $300 thousand in expense has been 
recognized through March 31, 1999.

YEAR 2000 COMPLIANCE

      Historically, some computer software and hardware and firmware 
systems, and equipment or machinery with embedded processors or processing 
instructions (sometimes referred to as "embedded processors"), were written 
to recognize and process dates with the year written with two digits.  For 
dates on or after January 1, 2000 (when four digits will be necessary to 
identify dates accurately), or for periods beginning before, and ending on 
or after January 1, 2000, such software, hardware and firmware systems and 
embedded processors may not be able to recognize or properly process dates 
or information including dates or time periods.  Among other things, this 
may cause computers to produce incorrect information, to shut down, to 
cause other systems or equipment to shut down of malfunction, or to 
malfunction in other ways, and may cause equipment or machinery with 
embedded processors to malfunction or to shut down.  This is often referred 
to as, among other things, the "Year 2000 problem."

      In order to assure, to the extent possible, that the Year 2000 
problem does not impair their ability to do business or subject them to 
liability, companies are advised to determine whether and to what extent 
their information technology or physical resources may be affected by Year 
2000 problems, to repair, replace or retire the affected systems or assets, 
and to test the new systems or assets to assure that they will not be 
affected by the Year 2000 problem (which is often referred to as being 
"year 2000 compliant").  Some new hardware, software or equipment, and some 
revisions or upgrades of hardware, software or equipment, may have so-
called "bugs" or may prove to be incompatible with existing or other new or 
upgraded systems or components.  As a result, the testing of the changed 
components, and of systems and subsystems as a whole, is critical and 
experience has shown that the process is time consuming.

      In order to protect the integrity of the banking system, the Federal 
Reserve Board and other federal banking regulatory agencies (collectively 
known as the "Federal Financial Institutions Examination Council," or 
"FFIEC") have issued guidelines to financial institutions for addressing 
the Year 2000 problem and set milestones that financial institutions are 
expected to meet in becoming Year 2000 compliant and testing to assure 
compliance.  In broad outline, those guidelines provide that (i) by 
September 30, 1997, financial institutions should have identified, assessed 
and begun remediation of mission critical systems; (ii) by June 30, 1998, 
institutions should be continuing remediation of mission critical systems 
and have completed development of testing strategies and plans; (iii) by 
September 1, 1998, institutions should be continuing system remediation and 
should have begun testing of internal mission critical systems; (iv) by 
December 31, 1998, institutions should have substantially completed testing 
of internal mission critical systems; (v) by March 31, 1999, institutions 
relying on service providers should have substantially completed system 
testing and all institutions should have begun external  testing with third 
parties (such as other financial institutions, business partners and 
payment system providers); and (vi) by June 30, 1999, institutions should 
have completed testing of mission critical systems and substantially 
completed all implementation of those systems.

      Banknorth's Year 2000 remediation and compliance program (the "Year 
2000 Project") is managed by a Project Group consisting of representatives 
from more than 25 business units and functional departments within 
Banknorth and its subsidiaries.  The Project is directed by a Banknorth 
Vice President and is overseen by the Banknorth Board and the board of 
directors of each subsidiary.

      Banknorth has completed a preliminary assessment of all its computer 
software, hardware and firmware systems, and equipment and machinery with 
embedded processors (including vaults and other security systems, elevators 
and HVAC systems).  Banknorth believes that it has identified all 
components, systems, equipment and databases that might not be able to 
function properly as a result of the Year 2000 problems and has formulated 
a plan to replace, upgrade or revise affected software, to upgrade or 
replace affected hardware and equipment, and to remediate affected data and 
databases.  Banknorth substantially completed the replacements, upgrades 
and revisions of the affected software, hardware and equipment by December 
31, 1998.  Banknorth began compliance testing of components and systems in 
July, 1998 and substantially completed its compliance testing of vital 
banking systems by the end of 1998.  Testing will continue on an ongoing 
and industry-wide basis thereafter.

      Substantially all of Banknorth's mission critical systems are 
outsourced or are purchased software packages.  As a result, much of the 
remediation and testing process is dependent on the accuracy of work 
performed by, and the Year 2000 compliance of software, hardware and 
firmware and equipment provided by, vendors.  Banknorth has initiated 
discussions with its vendors and monitored their Year 2000 compliance 
programs and the compliance of their products or services with required 
standards.  Where possible, Banknorth is also considering and where 
appropriate is arranging, alternate service or software providers in cases 
where it appears that vendors may not timely provide adequate solutions.

      The economic cost of the Year 2000 Project includes not just direct 
incremental amounts expended by Banknorth for repairing, upgrading or 
replacing hardware, software and facilities, but also the use of internal 
resources devoted to the Year 2000 Project that would otherwise have been 
devoted to other business opportunities.  It is difficult to quantify the 
economic cost of internal resources of the Project.  However, Banknorth 
estimates that over the life of this Project, between 1996 and 2000, it 
will utilize approximately $5.5 million to $7.5 million of internal 
resources on this effort.  These are internal resources that would have 
been utilized for other business opportunities and do not necessarily 
represent additional operating expenditures or costs.  As of March 31, 
1999, approximately $4.6 million of these amounts have been expended.  
Further, Banknorth's direct incremental expenditures for the Year 2000 
Project are estimated at $3.7 million over this five year period.  The 
largest of these costs relates to the purchase and installation of a new 
branch platform which is expected to be complete by November 30, 1999. 
Although this estimate includes hardware and equipment expenditures, which 
would have been made even absent the Year 2000 problem as part of normal 
operations, such expenditures are included in the estimates since the 
timing of these purchases and upgrades was accelerated due to the Year 2000 
Project.  As of March 31, 1999, approximately $1.1 million of the direct 
incremental expenditures have been made.

      Banknorth has commenced a customer awareness program to inform its 
customers (both depositors and borrowers) of the Year 2000 problem, 
Banknorth's responses to the problem and the potential impact of the 
problem on the customers and their business.  Banknorth and its 
subsidiaries have had awareness sessions with their customers and are 
taking into account customers' Year 2000 compliance in evaluating and 
rating loans.  Banknorth Group, Inc. is aware that if borrowers suffer 
losses or illiquidity because of their own Year 2000 problems (or the Year 
2000 problems of others with whom they do business or on whom they are 
dependent) Banknorth's subsidiary banks may suffer credit losses or 
experience illiquidity.  The standard loan documentation of Banknorth's 
subsidiary banks has been revised to include representations that the 
borrower is Year 2000 compliant and to give the bank the right to examine 
the borrower's systems and procedures in order to determine Year 2000 
compliance.

      Banknorth believes that the key risk factors associated with the Year 
2000 are those it cannot directly control, primarily the readiness of key 
suppliers and service providers, the readiness of the public 
infrastructure, and as noted above, the readiness of its credit customers.  
However, Banknorth and its subsidiaries have developed contingency plans 
and strategies and so-called "work arounds" for each non-compliant system 
and the possible failure of systems and resources that have been tested as 
compliant.  The contingency plans vary with the affected systems.  Among 
other things, Banknorth has designated certain of its local banks as "key 
branches" and will equip them properly, so that the Banknorth banks can 
continue banking operations even if there are electrical outages because 
local utilities are not Year 2000 compliant.  Banknorth is also arranging 
to have temporary help available so that, in event of the failure of a 
mission critical system, the functions affected by the system failure can 
be performed manually.

      The determination of the effect of Banknorth's own non-compliance 
with Year 2000 requirements or the non-compliance of its vendors or 
customers is complex and depends on numerous variables and unknowns.  
Without remediation, the failure of critical software systems at any of the 
Banknorth banks or at other banks could impair the ability of the banks to 
do business, the failure of large or numerous borrowers to timely pay their 
loans could impair the capital of one or more banks, and the failure of 
embedded processors would adversely affect the physical security of the 
banks.  However, Banknorth believes that, as a result of its remediation 
and testing efforts and its contingency plans, that worst case scenario is 
not likely.

      Banknorth has created a working group separate from the Year 2000 
group to deal with the implementation of the merger and the integration of 
Evergreen and Banknorth information technology systems.  As a result, it is 
expected that the merger will not affect the timely completion of the Year 
2000 Project.  In addition, since the Banknorth systems will be implemented 
in the combined Company, the merger should not affect the ability of the 
systems of the combined Company to be Year 2000 compliant.

INCOME TAXES

      In the first quarter of 1999, Banknorth recognized income tax expense 
of $6.2 million, as compared to $4.4 million in first quarter of 1998. The 
effective rate was 31.6% in the first quarter of 1999 compared to 30.8% in 
the first quarter of 1998. The tax expense on the Company's income was 
lower than tax expense at the statutory rate of 35%, due primarily to tax-
exempt income, including loans, securities and BOLI, as well as tax credits 
received on low-income housing projects.

CORE TANGIBLE PERFORMANCE

      After removing the impact of the balance of goodwill and the related 
period amortization and merger and acquisition costs, "core tangible" 
performance as of March 31, 1999 and 1998 was as follows:

<TABLE>
<CAPTION>
                                                         March 31,
                                                --------------------------
                                                   1999            1998
                                                   ----            ----
(In thousands, except share and per share data)

<S>                                             <C>             <C>
Net income, as reported                         $   13,454      $    9,900
Less:  Net gain on curtailment of pension plan      (1,523)             --
Add:   Merger costs, net of tax                        748              --
Add:   Amortization of goodwill, net of tax          1,298             793
                                                --------------------------
"Core tangible income"                          $   13,977      $   10,693
                                                ==========================

Average tangible assets                         $4,282,355      $3,906,534
Average tangible equity                         $  244,062      $  285,238
Diluted weighted average shares outstanding     23,663,808      23,835,238

"Core tangible" return on average tangible
 assets                                              1.32%           1.11%
"Core tangible" return on average tangible
 equity                                             23.23%          15.20%
"Core tangible" diluted earnings per share      $      .59      $      .45
</TABLE>

All share and per share data has been restated to give retroactive effect 
to stock splits.

CAPITAL RESOURCES

      Consistent with its long-term goal of operating a sound and 
profitable financial organization, Banknorth strives to maintain a "well 
capitalized" company according to regulatory standards. Historically most 
of the Company's capital requirements have been provided through retained 
earnings.

      In October 1997, Banknorth announced a stock buyback plan.  The 
Company planned to buy back up to 5%, or 782,665 shares of its outstanding 
common stock.  As part of the merger with Evergreen, however, the stock 
buyback program was rescinded in July 1998.  As of March 31, 1999, the 
Company held 343,807 treasury shares, all of which were purchased under the 
October 1997 stock buyback plan.

      The Company (including, prior to 1989, its corporate predecessors) 
has historically paid regular quarterly cash dividends on its common stock  
Since 1993, the Company's dividend has increased from a level of $.05 per 
share to most recently $.18 per share in January 1999 and March 1999.  The 
Board makes decisions regarding payment of dividends based upon the 
Company's earnings outlook and other relevant factors.

      On February 24, 1998, the Board of Directors approved a 2-for-1 split 
of its common stock effected in the form of a 100% stock dividend.  The new 
shares were issued April 6, 1998, to shareholders of record on March 20, 
1998. The stock split was recorded as of December 31, 1997 by a transfer of 
$7.8 million from capital surplus to common stock, representing the $1.00 
par value for each additional share issued.  Further, on August 15, 1996, 
the Board of Directors of the Evergreen Bancorp, Inc. approved a 2-for-1 
split effected in the form of a 100% stock dividend and was recorded by a 
transfer of $4.3 million from capital surplus to common stock. All per 
share data has been restated to reflect the splits.

      The Company's principal source of funds to pay cash dividends and the 
cost of capital securities and to service long-term debt requirements is 
dividends from its subsidiary banks. Various laws and regulations restrict 
the ability of banks to pay dividends to their shareholders.  During 1998, 
as part of its plan to adequately capitalize FMB for regulatory purposes 
after the Berkshire acquisition and to allow Stratevest to purchase the 
private banking relationships associated with the Berkshire branches, the 
Company re-deployed accumulated capital of certain of its subsidiary banks 
through the payment of a special dividend. Because the special dividend 
exceeded applicable regulatory limitations, the subsidiary banks obtained 
approval from the applicable regulatory agencies for the payment of that 
portion of the dividend.

      Additionally, in connection with the Evergreen merger, Evergreen Bank 
paid a special dividend to the parent company.  As the special dividend 
exceeded applicable regulatory limitations, Evergreen Bank obtained 
approval from the OCC for the payment of that portion of the dividend which 
exceeded such regulatory limitations.

      As a result of these capital redeployments, the payment of dividends 
by the Company in the future will require the generation of sufficient 
future earnings by the subsidiary banks.

      At March 31, 1999, Banknorth's Tier I capital was $275.7 million, or 
9.10% of total risk-adjusted assets, compared to $312.5 million and 11.08% 
as of March 31, 1998.   The decrease in the Tier I capital is attributable 
to the $54.2 million in additional goodwill generated by the Berkshire 
branch acquisition. The ratio of Tier I capital to total quarterly average 
adjusted assets (leverage ratio) was 6.44%, and 8.00% as of March 31, 1999 
and 1998, respectively. Banknorth is "well capitalized" at March 31, 1999 
according to regulatory definition, and thereby, exceeded all minimum 
regulatory capital requirements. Table I, Capital Ratios, provides the 
components of capital as of various dates.


TABLE A.  Mix of Average Earning Assets

<TABLE>
<CAPTION>

                                                            Three Months                                       Percentage of
                                                           Ended March 31,                     % of        Total Earning Assets
                                                      ------------------------                Total        ---------------------
(Dollars in thousands)                                   1999          1998         Change    Change          1999      1998
                                                      --------------------------------------------------------------------------

<S>                                                   <C>           <C>           <C>         <C>            <C>       <C>
Loans, net of unearned income
 and unamortized loan fees and costs:
  Commercial, financial and agricultural              $  568,856    $  570,303    $ (1,447)    (0.4)%         14.1%     15.4%
  Construction and land development                       62,625        36,087      26,538      8.1            1.5       1.0
  Commercial real estate                                 723,013       567,107     155,906     47.8           17.9      15.3
  Residential real estate                              1,040,802     1,075,425     (34,623)   (10.6)          25.8      29.0
  Credit card receivables                                 31,608        27,182       4,426      1.3            0.8       0.7
  Lease receivables                                       80,182        75,256       4,926      1.5            2.0       2.0
  Other installment                                      328,794       290,973      37,821     11.6            8.1       7.8
                                                      ----------------------------------------------------------------------

    Total loans, net of unearned income and
     unamortized loan fees and costs                   2,835,880     2,642,333     193,547     59.3           70.2      71.2

Securities available for sale:
  U.S. Treasuries and Agencies                           172,008       205,808     (33,800)   (10.4)           4.2       5.5
  States and political subdivisions                       22,760         5,748      17,012      5.2            0.6       0.2
  Mortgage-backed securities                             696,176       503,632     192,544     59.1           17.2      13.6
  Corporate debt securities                              184,178       201,096     (16,918)    (5.2)           4.6       5.4
  Equities and other securities                           48,845        45,573       3,272      1.0            1.2       1.2
  Net unrealized gain (loss)                               3,414         7,154      (3,740)    (1.1)           0.1       0.2
                                                      ----------------------------------------------------------------------

  Total securities available for sale,
   at fair value                                       1,127,381       969,011     158,370     48.6           27.9      26.1

  Investment securities, held to maturity:
  U.S. Treasuries and Agencies                             3,325        28,383     (25,058)    (7.7)           0.1       0.8
  States and political subdivisions                       11,413        13,368      (1,955)    (0.6)           0.3       0.3
  Mortgage-backed securities                               5,328        15,197      (9,869)    (3.0)           0.1       0.4
  Corporate debt securities                                   10            10          --       --             --        --
                                                      ----------------------------------------------------------------------

    Total investment securities, held to maturity,
     at amortized cost                                    20,076        56,958     (36,882)   (11.3)           0.5       1.5

Loans held for sale                                       36,409        29,926       6,483      2.0            0.9       0.8

Money market investments                                  19,454        14,968       4,486      1.4            0.5       0.4
                                                      ----------------------------------------------------------------------

Total earning assets                                  $4,039,200    $3,713,196    $326,004    100.0%         100.0%    100.0%

                                                      ======================================================================
</TABLE>


TABLE B. Loan Portfolio

<TABLE>
<CAPTION>
                                                At March 31,                          At December 31,            % Change
                              -------------------------------------------------------------------------------------------------
                                      1999                       1998                      1998
                              -------------------------------------------------------------------------------------------------
                                                                                                           03/31/99    03/31/99
                                Amount      Percent      Amount        Percent      Amount      Percent     versus      versus
(Dollars in thousands)                                                                                     03/31/98    12/31/98
                              -------------------------------------------------------------------------------------------------

<S>                           <C>            <C>       <C>             <C>        <C>           <C>         <C>         <C>
Commercial, financial, and
 agricultural                 $  548,498      19.4%    $  583,088       22.0%     $  690,170     24.3%      (5.9)%      (20.5)%

Real estate:
  Construction and land
   development                    67,495       2.4         36,492        1.4          45,704       1.6       85.0        47.7
  Commercial                     743,139      26.2        567,398       21.4         615,503      21.7       31.0        20.7
  Residential                  1,034,053      36.5      1,070,078       40.3       1,041,667      36.7       (3.4)       (0.7)
                              -----------------------------------------------------------------------------------------------

    Total real estate          1,844,687      65.1      1,673,968       63.1       1,702,874      60.0       10.2         8.3
                              -----------------------------------------------------------------------------------------------

Credit card receivables           31,344       1.1         28,263        1.1          33,205       1.2       10.9        (5.6)
Lease receivables                 80,705       2.8         74,152        2.8          79,001       2.8        8.8         2.2
Other installment                328,424      11.6        292,137       11.0         331,856      11.7       12.4        (1.0)
                              -----------------------------------------------------------------------------------------------

    Total installment            440,473      15.5        394,552       14.9         444,062      15.7       11.6        (0.8)
                              -----------------------------------------------------------------------------------------------

Total loans                    2,833,658     100.0      2,651,608      100.0       2,837,106     100.0        6.9        (0.1)

Less: allowance for loan
 losses                           45,658       1.6         39,889        1.5          44,537        1.6       14.5         2.5
                              ------------------------------------------------------------------------------------------------

Net loans                     $2,788,000      98.4%    $2,611,719       98.5%     $2,792,569       98.4%       6.7%       (0.2)%
                              ================================================================================================
</TABLE>


TABLE C. Securities Available for Sale and Investment Securities Held to 
         Maturity

<TABLE>
<CAPTION>

                                                                  At  March 31,        At  December 31,
                                                             ----------------------    ----------------
(Dollars in thousands)                                          1999         1998           1998
                                                             ------------------------------------------

<S>                                                          <C>           <C>            <C>
Securities available for sale:
  U.S. Treasuries and Agencies                               $  169,821    $210,458       $  165,683
  States and political subdivisions                              36,108       5,769            7,806
  Mortgage-backed securities                                    693,017     511,080          711,540
  Corporate debt securities                                     180,170     204,914          188,154
  Equities and other securities                                  49,221      45,515           48,791
  Net unrealized gain (loss)                                      1,726       5,776            5,891
                                                             ---------------------------------------

    Fair value of securities available for sale              $1,130,063    $983,512       $1,127,865
                                                             =======================================

Investment securities, held to maturity:
  U.S. Treasuries and Agencies                               $    3,191    $ 22,005       $    3,582
  States and political subdivisions                              11,167      12,919           11,443
  Mortgage-backed securities                                      5,094      14,671            5,510
  Corporate debt securities                                          10          10               10
                                                             ---------------------------------------
    Amortized cost of investment securities,
     held to maturity                                        $   19,462    $ 49,605       $   20,545
                                                             =======================================

    Fair value of investment securities, held to maturity    $   19,999    $ 50,710       $   21,606
                                                             =======================================

    Excess of fair value over recorded value                 $      537    $  1,105       $    1,061

    Fair value as a % of amortized cost                           102.8%      102.2%           105.2%

</TABLE>

Note:   There were no holdings of any single issuer that, when taken in 
        aggregate, exceeded 10% of shareholders' equity at March 31, 1999.


TABLE D.    Average Balances, Yields, and Net Interest Margins

<TABLE>
<CAPTION>

                                                                                    Three Months Ended
                                                                                         March 31,
                                                          ----------------------------------------------------------------------
                                                                        1999                                 1998
                                                          ---------------------------------    ---------------------------------
                                                                        Interest    Average                  Interest    Average
                                                           Average      Income/     Yield/      Average      Income/     Yield/
                                                           Balance      Expense      Rate       Balance      Expense      Rate
                                                          ----------------------------------------------------------------------

<S>                                                       <C>           <C>          <C>       <C>           <C>          <C>
(Dollars in thousands)
Earning assets:
  Money market investments                                $   19,454    $   202      4.21%     $   14,968    $   217      5.88%
  Securities available for sale, at fair value (1 and 2)   1,127,381     17,043      6.15         969,011     15,681      6.61
  Loans held for sale                                         36,409        625      6.96          29,926        459      6.22
  Investment securities, held to maturity (2)                 20,076        395      7.98          56,958      1,092      7.78
  Loans, net of unearned income and
   unamortized loan fees and costs (2 and 3)               2,835,880     60,152      8.60       2,642,333     58,671      9.01
                                                          ---------------------                ---------------------
      Total earning assets                                 4,039,200     78,417      7.88       3,713,196     76,120      8.31

Cash and due from banks                                      126,520                               95,440
Allowance for loan losses                                    (45,303)                             (39,204)
Other assets                                                 239,257                              167,654
                                                          ----------                           ----------
      Total assets                                        $4,359,674                           $3,937,086
                                                          ==========                           ==========
Interest-bearing liabilities:
  NOW accounts & money market savings                     $1,445,959     11,543      3.24      $1,145,029     10,301      3.65
  Regular savings                                            338,752      2,041      2.44         308,511      2,003      2.63
  Time deposits $100 thousand and greater                    251,232      3,279      5.29         215,012      3,005      5.67
  Time deposits under $100 thousand                        1,048,792     13,550      5.24       1,005,036     13,658      5.51
                                                          ---------------------                ---------------------
      Total interest-bearing deposits                      3,084,735     30,413      4.00       2,673,588     28,967      4.39
  Short-term borrowed funds                                  304,361      3,211      4.28         438,700      5,777      5.34
  Long-term debt                                              74,141      1,132      6.19          46,044        745      6.56
                                                          ---------------------                ---------------------
      Total interest-bearing liabilities                   3,463,237     34,756      4.07       3,158,332     35,489      4.56
                                                          --------------------------------------------------------------------

Non-interest bearing deposits                                495,452                              394,254
Other liabilities                                             49,604                               38,710
Capital securities                                            30,000                               30,000
Shareholders' equity                                         321,381                              315,790
                                                          ----------                           ----------
      Total liabilities, capital securities and
       shareholders' equity                               $4,359,674                           $3,937,086
                                                          ==========                           ==========
Net interest income                                                     $43,661                              $40,631
                                                                        =======                              =======
Interest rate differential                                                           3.81%                                3.75%
                                                                                     ====                                 ====
Net interest margin                                                                  4.39%                                4.44%
                                                                                     ====                                 ====

Notes:
<F1>  For the purpose of these computations, the average yield is based on 
      amortized cost.
<F2>  Tax exempt income has been adjusted to a tax equivalent basis by tax 
      effecting such interest at the Federal (35%) rate.
<F3>  Includes principal balances of non-accrual loans and industrial revenue
      bonds.
</TABLE>


TABLE E. Average Sources of Funding

<TABLE>
<CAPTION>

                                                 Three Months                                      Percentage of
                                                Ended March 31,                Change            Total Net Funding
                                           -------------------------    --------------------     -----------------
(Dollars in thousands)                        1999           1998        Amount      Percent      1999      1998
                                           ---------------------------------------------------------------------

<S>                                        <C>            <C>           <C>          <C>         <C>       <C>
Non-interest bearing deposits              $  495,452     $  394,254    $ 101,198     25.7%       12.5%     11.1%
Retail deposits:
  Regular savings                             338,752        308,511       30,241      9.8         8.6       8.7
  Time deposits under $100 thousand         1,048,792      1,005,036       43,756      4.4        26.5      28.3
  NOW accounts & money market savings       1,445,959      1,145,029      300,930     26.3        36.5      32.2
                                           ---------------------------------------------------------------------
    Total retail deposits                   2,833,503      2,458,576      374,927     15.2        71.6      69.2
                                           ---------------------------------------------------------------------

    Total core deposits                     3,328,955      2,852,830      476,125     16.7        84.1      80.3

Time deposits $100 thousand and greater       251,232        215,012       36,220     16.8         6.3       6.1
Federal funds purchased                        18,332         12,919        5,413     41.9         0.5       0.4
Securities sold under agreements to 
 repurchase                                   214,264        144,072       70,192     48.7         5.4       4.1
Borrowings from U.S. Treasury                  12,209         11,420          789      6.9         0.3       0.3
Short-term notes from FHLB                     59,556        270,289     (210,733)   (78.0)        1.5       7.6
Long-term notes from FHLB                      66,012         35,186       30,826     87.6         1.7       0.9
                                           ---------------------------------------------------------------------

    Total purchased liabilities               621,605        688,898      (67,293)    (9.8)       15.7      19.4

Bank term loan                                  8,129         10,858       (2,729)   (25.1)        0.2       0.3
                                           ---------------------------------------------------------------------
    Total net funding                      $3,958,689     $3,552,586    $ 406,103     11.4%      100.0%    100.0%
                                           =====================================================================
</TABLE>


TABLE F. Volume and Yield Analysis

<TABLE>
<CAPTION>

                                                     Three Months
                                                    Ended March 31,                      Due to
                                                  ------------------               ------------------
                                                   1999       1998      Change     Volume      Rate
                                                  ---------------------------------------------------

<S>                                               <C>        <C>        <C>        <C>       <C>
(In thousands)
Interest income (FTE):
  Money market investments                        $   202    $   217    $  (15)    $  47     $   (62)
  Securities available for sale, at fair value     17,043     15,681     1,362     2,453      (1,091)
  Loans held for sale                                 625        459       166       111          55
  Investment securities, held to maturity             395      1,092      (697)     (725)         28
  Loans                                            60,152     58,671     1,481     4,152      (2,671)
                                                  ----------------------------
      Total interest income                        78,417     76,120     2,297     6,226      (3,929)
                                                  ----------------------------

Interest expense:
  NOW accounts & money market savings              11,543     10,301     1,242     2,400      (1,158)
  Regular savings                                   2,041      2,003        38       183        (145)
  Time deposits $100 thousand and greater           3,279      3,005       274       475        (201)
  Time deposits under $100 thousand                13,550     13,658      (108)      562        (670)
  Short-term borrowed funds                         3,211      5,777    (2,566)   (1,420)     (1,146)
  Long-term debt                                    1,132        745       387       429         (42)
                                                  ----------------------------
      Total interest expense                       34,756     35,489      (733)    3,083      (3,816)
                                                  --------------------------------------------------
Net interest income (FTE)                         $43,661    $40,631    $3,030    $3,143     $  (113)
                                                  ==================================================
</TABLE>

Increases and decreases in interest income and interest expense due to both
rate and volume have been allocated to volume on a consistent basis.


TABLE G.  Non-Performing Assets

<TABLE>
<CAPTION>

                                                      At            At             At
                                                  March 31,    December 31,    March 31,
(Dollars in thousands)                               1999          1998           1998
                                                  --------------------------------------

<S>                                                <C>           <C>            <C>
Loans on non-accrual status:
  Commercial, financial and agricultiral           $ 6,133       $ 3,816        $ 6,232
  Real estate:
    Construction and land development                  355            19             36
    Commercial                                       6,403         2,518          2,450
    Residential                                      7,182         6,153          9,745
  Other installment                                      5            23            165
                                                   ------------------------------------
      Total non-accrual                             20,078        12,529         18,628

Restructured loans:
  Real estate:
    Commercial                                           -         5,940              -
    Residential                                         31            32             35
  Other installment                                      5             5              5
                                                   ------------------------------------
      Total restructured                                36         5,977             40

Past-due 90 days or more and still accruing:
  Commercial, financial and agricultural               186         1,216            921
  Real estate:
    Commercial                                         823            62             36
    Residential                                         24            36            448
  Credit card receivables                              115           177            104
  Lease receivables                                     75           185             65
  Other installment                                    718           812            477
                                                   ------------------------------------
      Total past-due 90 days or more
       and still accruing                            1,941         2,488          2,051
                                                   ------------------------------------

Total non-performing loans                          22,055        20,994         20,719

Other real estate owned (OREO)                       1,590         3,324          1,405
Non-real estate and repossessed assets                  11            11            649
                                                   ------------------------------------

Total foreclosed and repossessed assets (F/RA)       1,601         3,335          2,054
                                                   ------------------------------------

Total non-performing assets                        $23,656       $24,329        $22,773
                                                   ====================================

Allowance for loan losses (ALL)                    $45,658       $44,537        $39,889
ALL coverage of non-performing loans                207.02%       212.14%        192.52%
Non-performing assets as a % of (loans & F/RA)        0.83          0.86           0.86
Non-performing assets to total assets                 0.55          0.55           0.57

Note:  Installment loans are generally charged off at 120 days past due.
</TABLE>


TABLE H.  Summary of Loan Loss Experience

<TABLE>
<CAPTION>

                                              Three Months       Twelve Months         Three Months
                                            Ended March 31,    Ended December 31,    Ended March 31,
(Dollars in thousands)                            1999               1998                  1998
                                            --------------------------------------------------------

<S>                                           <C>                  <C>                 <C>
Loans outstanding-end of period               $2,833,658           $2,837,106          $2,651,608
Average loans outstanding-period to date       2,835,880            2,684,169           2,642,333

Allowance for loan losses at beginning
 of period                                        44,537               38,551              38,551

Allowance related to purchase acquisitions            --                2,200                  --

Loans  charged off:
  Commercial, financial and agricultural             (69)              (2,318)               (186)
  Real estate:
    Commercial                                       (65)                (209)                (29)
    Residential                                     (214)              (1,916)               (459)
                                              ---------------------------------------------------
      Total real estate                             (279)              (2,125)               (488)

  Credit card receivables                           (244)                (878)               (112)
  Lease receivables                                 (287)              (1,646)               (398)
  Other installment                               (1,375)              (4,763)             (1,194)
                                              ---------------------------------------------------
      Total installment                           (1,906)              (7,287)             (1,704)

      Total loans charged off                     (2,254)             (11,730)             (2,378)
                                              ---------------------------------------------------

Recoveries on loans, previously charged off:
  Commercial, financial and agricultural             263                1,673                 247
  Real estate:
    Construction and land development                  3                   15                   6
    Commercial                                       132                  542                 142
    Residential                                       75                  829                 148
                                              ---------------------------------------------------
      Total real estate                              210                1,386                 296

  Credit card receivables                             27                  111                  20
  Lease receivables                                  215                1,190                 376
  Other installment                                  660                1,811                 437
                                              ---------------------------------------------------
      Total installment                              902                3,112                 833

      Total recoveries on loans                    1,375                6,171               1,376
                                              ---------------------------------------------------

Loans charged off,  net of recoveries               (879)              (5,559)             (1,002)
                                              ---------------------------------------------------

Provision for loan losses                          2,000                9,345               2,340
                                              ---------------------------------------------------

Allowance for loan losses at end of period    $   45,658           $   44,537          $   39,889
                                              ===================================================

Loans charged off, net (annualized),
 as a % of average total loans                      0.12%                0.21%               0.15%
Provision for loan losses (annualized)
 as a % of average total loans                      0.28                 0.35                0.35
Allowance for loan losses
 as a % of period-end total loans                   1.61                 1.57                1.50

</TABLE>


TABLE I. Capital Ratios

<TABLE>
<CAPTION>

                                                          At            At               At             At           At
                                                       March 31,    December 31,    September 30,    June 30,     March 31,
(Dollars in thousands)                                   1999          1998             1998           1998         1998
                                                      ---------------------------------------------------------------------

<S>                                                   <C>            <C>             <C>            <C>           <C>
Total risk-adjusted on-balance sheet assets (1)(3)    $2,866,111     $2,880,854      $2,701,146     $2,696,843    $2,678,352
Total risk-adjusted off-balance sheet items              162,430        174,890         158,508        152,035       140,703
                                                      ----------------------------------------------------------------------
Total risk-adjusted assets                            $3,028,541     $3,055,744      $2,859,654     $2,848,878    $2,819,055
                                                      ======================================================================

Total risk-adjusted assets / average total  assets,
 net of fair value adjustments and goodwill (1)(3)         70.75%         73.49%          71.25%         71.52%        72.22%

Total shareholders' equity                            $  324,465     $  321,262      $  334,017     $  320,227    $  315,765
Fair value adjustments (1)                                (1,110)        (3,759)        (10,281)        (4,589)       (3,653)
Corporation-obligated manditorily redeemable
 capital securities                                       30,000         30,000          30,000         30,000        30,000
Goodwill                                                 (77,835)       (80,224)        (27,154)       (28,476)      (29,797)
Other Intangibles (3)                                        144             70            (145)           137           141
                                                      ----------------------------------------------------------------------

Total Tier I capital                                     275,664        267,349         326,437        317,299       312,456
Maximum allowance for loan losses (2)                     37,953         38,275          35,820         35,672        35,296
                                                      ----------------------------------------------------------------------
Total capital                                         $  313,617     $  305,624      $  362,257     $  352,971    $  347,752
                                                      ======================================================================

Quarterly average total assets,
 net of fair value adjustments and goodwill (1)(3)    $4,280,729     $4,158,082      $4,013,768     $3,983,182    $3,903,634
Allowance for loan losses                                 45,658         44,537          41,746         40,571        39,889

Total capital to total risk-adjusted assets                10.36%         10.00%          12.67%         12.39%        12.33%
Tier I capital to total risk-adjusted assets                9.10           8.75           11.42          11.14         11.08
Tier I capital to total quarterly average
 adjusted assets (Leverage)                                 6.44           6.43            8.13           7.97          8.00


Notes:
<F1>  The market valuation relating to securities available for sale included
      in shareholders' equity and total assets on consolidated balance sheets
      has been excluded in the above ratios.
<F2>   The maximum allowance for loan losses used in calculating total capital
      is the period-end allowance for loan losses or 1.25% of risk-adjusted
      assets prior to the allowance limitation, whichever is lower.
<F3>  Mortgage servicing assets, included in total assets on the consolidating
      balance sheets, that exceed 90% of fair market value of these assets,
      have been excluded in the above ratios.
</TABLE>


SUMMARY OF QUARTERLY FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                                            1999                                1998
                                                        -----------    --------------------------------------------------------
(In thousands, except share and per share data)             Q1             Q4             Q3             Q2             Q1
                                                        -----------------------------------------------------------------------

<S>                                                     <C>            <C>            <C>            <C>            <C>
Statement of Income:
  Interest and dividend income                          $    77,858    $    78,656    $    77,216    $    77,075    $    75,754
  Interest expense                                           34,756         36,106         36,695         36,368         35,489
                                                        -----------------------------------------------------------------------
    Net interest income                                      43,102         42,550         40,521         40,707         40,265
  Provision for loan losses                                   2,000          2,335          2,335          2,335          2,340
                                                        -----------------------------------------------------------------------
    Net interest income after provision
     for loan losses                                         41,102         40,215         38,186         38,372         37,925
                                                        -----------------------------------------------------------------------

  Other operating income:
    Income from trust and investment management fees          4,833          3,791          2,946          3,139          2,962
    Service charges on deposit accounts                       3,198          2,969          2,861          2,948          2,879
    Mortgage banking income                                   1,324          1,391          1,812          1,195          1,094
    Card product income                                         613            686            569            542            430
    ATM income                                                  619            635            618            523            482
    Bank owned life insurance                                   539            569            567            553            540
    Net securities transactions                                 225            526            319            103           (429)
    Net gain on curtailment of pension plan                   2,577             --             --             --             --
    All other                                                   901          1,079          1,149          1,105            920
                                                        -----------------------------------------------------------------------
      Total other operating income                           14,829         11,646         10,841         10,108          8,878

  Other operating expenses:
    Compensation and employee benefits                       16,775         17,554         15,705         16,073         16,213
    Net occupancy, equipment and software                     5,483          4,852          4,697          4,732          4,937
    Data processing                                           2,102          1,472          1,756          1,926          1,735
    FDIC deposit insurance and other regulatory                 294            292            284            283            280
    Other real estate owned and repossession                    154            331            239            142            356
    Amortization of goodwill                                  2,164          1,779          1,321          1,321          1,322
    Capital securities                                          789            789            789            789            789
    Merger and acquisition related expenses                   1,173         21,968             --             --             --
    All other                                                 7,340          7,507          6,702          6,931          6,870
                                                        -----------------------------------------------------------------------
      Total other operating expenses                         36,274         56,544         31,493         32,197         32,502
                                                        -----------------------------------------------------------------------
Income before income tax expense (benefit)                   19,657         (4,683)        17,534         16,283         14,301
Income tax expense (benefit)                                  6,203           (321)         5,416          5,019          4,401
                                                        -----------------------------------------------------------------------
Net income (loss)                                       $    13,454    $    (4,362)   $    12,118    $    11,264    $     9,900
                                                        =======================================================================

Average Balances:
  Loans                                                 $ 2,835,880    $ 2,755,824    $ 2,675,888    $ 2,661,474    $ 2,642,333
  Loans held for sale                                        36,409         36,490         34,435         41,921         29,926
  Securities available for sale, at fair value            1,127,381      1,123,294      1,041,605      1,016,664        969,011
  Investment securities, held to maturity                    20,076         22,965         26,046         38,580         56,958
  Money market investments                                   19,454         22,376         40,415         26,110         14,968
                                                        -----------------------------------------------------------------------
      Total earning assets                                4,039,200      3,960,949      3,818,389      3,784,749      3,713,196
  Other assets                                              320,474        281,190        233,103        231,505        223,890
                                                        -----------------------------------------------------------------------
      Total assets                                      $ 4,359,674    $ 4,242,139    $ 4,051,492    $ 4,016,254    $ 3,937,086
                                                        =======================================================================

  Non interest-bearing deposits                         $   495,452    $   477,977    $   431,872    $   410,469    $   394,254
  Interest-bearing deposits                               3,084,735      2,957,813      2,767,727      2,736,741      2,673,588
                                                        -----------------------------------------------------------------------
      Total deposits                                      3,580,187      3,435,790      3,199,599      3,147,210      3,067,842
  Short-term borrowed funds                                 304,361        320,459        382,313        424,048        438,700
  Long-term debt                                             74,141         74,634         74,534         59,459         46,044
  Other liabilities                                          49,604         43,466         41,825         40,374         38,710
  Guaranteed preferred beneficial interests in
   Corporation's junior subordinated debentures              30,000         30,000         30,000         30,000         30,000
  Shareholders' equity                                      321,381        337,790        323,221        315,163        315,790
                                                        -----------------------------------------------------------------------
      Total liabilities, guaranteed preferred
       beneficial interests in Corporation's junior
       subordinated debentures and shareholders'
       equity                                           $ 4,359,674    $ 4,242,139    $ 4,051,492    $ 4,016,254    $ 3,937,086
                                                        =======================================================================

Loans charged off, net of recoveries                    $       879    $     1,743    $     1,160    $     1,654    $     1,002
Non-performing assets, p.e.                                  23,656         24,329         25,694         20,110         22,773

Share and Per Share Data:
  Basic wtd. avg. number of shares                       23,353,668     23,203,566     23,226,319     23,258,549     23,430,477
  Basic earnings per share (Basic EPS)                  $      0.58    $     (0.19)   $      0.52    $      0.48    $      0.42
  Diluted wtd. avg. number of shares                     23,663,808     23,552,615     23,613,000     23,685,137     23,835,238
  Diluted earnings per share (Diluted EPS)              $      0.57    $     (0.19)   $      0.51    $      0.48    $      0.42

  Tangible book value                                         10.63          10.40          13.26          12.61          12.31

  Closing price at period end                                 28.25          37.63          29.25          37.00          36.50

Key Ratios:
  Return on average assets                                     1.25%         (0.41)%         1.19%          1.12%          1.02%
  Return on average shareholders' equity                      16.98          (5.12)         14.87          14.34          12.71
  Net interest margin, fte                                     4.39           4.31           4.26           4.36           4.44
  Efficiency ratio                                            58.56          59.71          57.83          59.81          61.37
  As a % of risk-adjusted assets, p.e. :
    Total capital                                             10.36          10.00          12.67          12.39          12.33
    Tier 1 capital                                             9.10           8.75          11.42          11.14          11.08
  As a % of quarterly average total assets:
    Tier 1 capital (regulatory leverage)                       6.44           6.43           8.13           7.97           8.00
  Tangible shareholders' equity, to tangible
   assets, p.e.                                                5.79           5.58           7.60           7.24           7.20

Note:  All share and per share data has been restated to give retroactive effect to stock splits.
</TABLE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (b)  Reports on Form 8-K.

           Form 8-K, filed January 15, 1999, Banknorth announcing the
           consummation of the merger between Banknorth Group, Inc. and
           Evergreen Bancorp, Inc., in which Evergreen was merged with and
           into Banknorth.

           Form 8-K, filed February 19, 1999, Banknorth announcing its
           unaudited financial results as of and for the month ended January
           31, 1999. The publication of these unaudited financial results was 
           in accordance with a provision of the Affiliation Agreement and Plan
           of Reorganization between Banknorth and Evergreen, dated July 31, 
           1998.

           Form 8-K, filed March 26, 1999, Banknorth announcing that William H.
           Chadwick, President and Chief Executive Officer of Banknorth Group,
           Inc. announced his intention to retire from the Company, effective
           January 1, 2000. The Company's Board of Directors has appointed a
           search committee to identify a successor.


                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report on Form 10-Q to be signed on its 
behalf by the undersigned thereunto duly authorized.


                                     BANKNORTH GROUP, INC.
                                          Registrant

Date:  5/10/99                       /S/ William H. Chadwick
                                     -------------------------------------
                                     William H. Chadwick
                                     President and Chief Executive Officer

Date:  5/10/99                       /S/ Thomas J. Pruitt
                                     -------------------------------------
                                     Thomas J. Pruitt
                                     Executive Vice President and Chief
                                     Financial Officer