Edgar Filing: TD BANKNORTH INC.

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TORONTO DOMINION BANK

2. Issuer Name and Ticker or Trading Symbol
TD BANKNORTH INC. [BNK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

TD TOWER 12TH FLOOR 55 KING STREET WEST, P O BOX 1

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2005

(Street)

TORONTO, ONTARIO M5K1A2

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, par value $0.01 per share	10/18/2005		J⁽¹⁾		25	A	⁽²⁾	96,105,389	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TORONTO DOMINION BANK TD TOWER 12TH FLOOR 55 KING STREET WEST P O BOX 1 TORONTO, ONTARIO M5K1A2		X

Signatures

Christopher A. Montague, Executive Vice President and General Counsel		10/28/2005
^**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)	Due to a clerical error, the number of outstanding shares of TD Banknorth common stock on which the issuance of shares to The Toronto-Dominion Bank ("TD") on March 1, 2005 was based (in connection with the closing of the acquisition by TD of 51% of the outstanding shares of TD Banknorth common stock on that date) did not include 49 shares of common stock of Banknorth Group, Inc. ("Banknorth Group"), the predecessor to TD Banknorth, owned by a former shareholder of Banknorth Group. In order to correct the clerical error, TD Banknorth issued an additional 49 shares of its common stock, of which 51% or 25 shares of TD Banknorth common stock, were issued directly to TD and the balance to the former shareholder.
(2)	Pursuant to the Amended and Restated Agreement and Plan of Merger, dated August 25, 2004, among TD, Banknorth Group, TD Banknorth and Berlin Merger Co., each holder of Banknorth Group common stock received a package of consideration consisting of: a number of TD common shares equal to 0.2351 multiplied by the number of shares of Banknorth Group common stock held by such holder, plus cash in lieu of any fractional share interest; an amount in cash equal to $12.24 multiplied by the number of shares owned by such holder; and a number of shares of TD Banknorth common stock equal to 0.49 multiplied by the number of shares owned by such holder, plus cash in lieu of any fractional share interest. As part of the merger consideration received by the former shareholder of Banknorth Group, TD paid such holder 11 TD common shares and approximately $621 for the cash portion of the merger consideration and the cash in lieu of fractional shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.