Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
OTT DAVID J
   2. Issuer Name and Ticker or Trading Symbol
TD BANKNORTH INC. [BNK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Executive Vice President
(Last)
(First)
(Middle)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2005
(Street)

 		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
common stock 03/01/2005   A   2,450 A $ 0 (1) 2,450 D  
common stock 03/01/2005   A   10,067 A $ 0 (1) 10,067 I 401(k)/KSOP Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
stock option (right to buy) $ 19.84 03/01/2005   A   1,800   05/01/2001 05/01/2011 common stock 1,800 $ 0 (2) 1,800 D  
stock option (right to buy) $ 20.88 03/01/2005   A   18,150   10/23/2001 10/23/2011 common stock 18,150 $ 0 (2) 18,150 D  
stock option (right to buy) $ 26.15 03/01/2005   A   8,250   03/26/2002 03/26/2012 common stock 8,250 $ 0 (2) 8,250 D  
stock option (right to buy) $ 23.28 03/01/2005   A   36,850   10/22/2002 10/22/2002 common stock 36,850 $ 0 (2) 36,850 D  
stock option (right to buy) $ 24.62 03/01/2005   A   13,000   05/27/2003 05/27/2013 common stock 13,000 $ 0 (2) 13,000 D  
stock option (right to buy) $ 28.2 03/01/2005   A   65,000   10/21/2003 10/21/2013 common stock 65,000 $ 0 (2) 65,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OTT DAVID J

 		       Sr. Executive Vice President  

Signatures

 Wade D. Thomas, Power of Attorney   03/03/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) TB Banknorth Inc. is the successor to Banknorth Group, Inc. pursuant to Rule 12g-3(a) of the Exchange Act. Shares acquired pursuant to the merger agreement among Banknorth Group, Inc. and The Toronto-Dominion Bank (TD) and the reincorporation of Banknorth to Delaware. Pursuant to the merger agreement, shares of common stock of Banknorth were converted into the right to receive a package of consideration consisting of: (i) a number of TD common shares equal to 0.2351 multiplied by the number of shares of Banknorth common stock owned; (ii) an amount of cash equal to $12.24 multiplied by the number of shares of Banknorth common stock owned; and (iii) a number of shares of common stock of TD Banknorth Inc. equal to 0.49 multiplied by the number of shares of Banknorth common stock owned, plus in each case cash in lieu of any fractional share interests.
(2) Acquired pursuant to the merger agreement, which provided that options to purchase common stock and stock units of Banknorth were converted into stock options and stock units of TD Banknorth Inc. on a one-for-one basis.

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