PEOPLES HERITAGE FINANCIAL GROUP INC
8-K, 1997-06-04
STATE COMMERCIAL BANKS
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                SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C.  20549

                             FORM 8-K

                          CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(D)
              OF THE SECURITIES EXCHANGE ACT OF 1934



                           June 2, 1997

                (Date of earliest event reported)


              Peoples Heritage Financial Group, Inc.

     (Exact name of registrant as specified in its charter)


Maine                            0-16947                    01-0437984
(State or other jurisdiction    (Commission File Number)   (IRS Employer
 of incorporation)                                         Identification No.)



P.O. Box 9540, One Portland Square, Portland, Maine               04112-9540

(Address of principal executive offices)                         (Zip Code)


                          (207) 761-8500

        (Registrant's telephone number, including area code)


                          Not Applicable

(Former name, former address and former fiscal year, if changed since last
report)





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ITEM 5.   OTHER EVENTS

     On June 2, 1997 Peoples Heritage Financial Group, Inc. issued the
press release which is included as Exhibit 99(a) hereto.

ITEM 7.   FINANCIAL  STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  The following exhibits are included with this Report:

          Exhibit 99(a)  Press Release, dated June 2, 1997
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                            SIGNATURES


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

                        PEOPLES HERITAGE FINANCIAL GROUP, INC.



                               By: /S/ PETER J. VERRILL

                                   Name:  Peter J. Verrill
                                   Title: Executive Vice President,
                                           Chief Operating Officer, Chief
                                           Financial Officer and Treasurer

Date:  June 4, 1997


                                                    EXHIBIT 99(a)




PEOPLES HERITAGE FINANCIAL GROUP, INC.               NEWS RELEASE



                           For Immediate Release
                     For Further Information, Contact
             Brian Arsenault, Corporate Communications Officer
                              (207) 761-8517
          James J. Kilbride, Chairman and Chief Executive Officer
                      Morse, Payson & Noyes Insurance
                              (207) 775-6000

               Peoples Heritage to Enter Insurance Business
             Purchasing Nation's 60th Largest Insurance Agency


     Portland, Maine, June 2, 1997 -- Peoples Heritage Financial Group, Inc. 
(NASDAQ:PHBK) announced today that it has signed a binding letter of intent to 
purchase Maine's largest insurance agency, Morse, Payson & Noyes Insurance.  
Morse, Payson & Noyes, with $125 million in policy premiums and 145 employees, 
will be operated as an independent wholly-owned subsidiary of the Company's 
lead bank, Peoples Heritage Bank.  The insurance firm's management team and 
sales staff will remain in place.

     Morse, Payson & Noyes, incorporated in 1910, is one of the 60 largest 
privately owned insurance agencies in the country and the largest insurance
broker in Maine.   It operates nine offices in Maine, one in Massachusetts and 
one in New Jersey.   It is the largest personal lines insurance agency in 
Maine and one of the largest 25 in the country.  Its product offerings include 
individual property and casualty insurance -- home, auto, boat etc. -- as well 
as commercial property and casualty insurance, medical, life, and disability 
insurance and long-term care coverage.

     William J. Ryan, Peoples' Chairman, President and Chief Executive 
Officer, said: "This purchase is a perfect strategic fit as we strive to 
become a broader financial services provider in the northeast.   The community 
focus of Morse, Payson & Noyes and its commitment to quality service is 
compatible with our corporate culture.  Their product offerings are ideal for 
our customer base."

     James J. Kilbride, Chairman and Chief Executive Officer of Morse, Payson 
& Noyes, said:  "This new strategic alliance will capitalize on the combined 
strengths of the two companies and allow us to become a stronger competitive 
force in our market area which is similar to the bank's.  We are excited about 
the potential value associated with linking 

<PAGE>




our insurance products, services, solutions and our experienced, professional 
staff with the bank's strong distribution system."

     Both Ryan and Kilbride stressed that they will actively seek 
opportunities to expand through the acquisition of other insurance agencies.

     The acquisition of Morse, Payson & Noyes is subject to the execution
of a definitive agreement by the parties and the receipt of certain corporate 
and regulatory approvals, as well as customary conditions.

     Peoples Heritage Financial Group is a $5.5 billion multi-bank and 
financial services holding company headquartered in Portland, Maine.  In
addition to Peoples Heritage Bank, with 66 banking offices throughout Maine, 
the Company has two other banking subsidiaries:  Bank of New Hampshire with 45 
offices throughout New Hampshire and Family Bank, which operates 18 banking 
offices in northeastern Massachusetts and five offices in southern New 
Hampshire.  The Company and its banking subsidiaries also operate through 
subsidiaries in trust and investment services, mortgage banking and leasing.



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