FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   TORONTO DOMINION BANK 2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2005 3. Issuer Name and Ticker or Trading Symbol TD BANKNORTH INC. [BNK] (Last) (First) (Middle) TD TOWER 12TH FLOOR 55 KING STREET WEST, P O BOX 1 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) 03/03/2005 (Street) TORONTO ONTARIO, A6  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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, par value $0.01 per share 96,105,364 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TORONTO DOMINION BANK TD TOWER 12TH FLOOR 55 KING STREET WEST P O BOX 1 TORONTO ONTARIO, A6Â	Â	  X	Â	Â

Signatures

Christopher A. Montague, Executive Vice President and General Counsel		07/18/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	This amended Form 3 reflects a downward adjustment of 661 shares to the number of shares of TD Banknorth, Inc. ("TD Banknorth") common stock owned by The Toronto-Dominion Bank ("TD") from that reported on the amended Form 3 filed on March 9, 2005. The number of outstanding shares of TD Banknorth common stock on which the issuance of shares to TD on March 1, 2005 was based (in connection with the closing of the acquisition by TD of 51% of TD Banknorth on that date), should not have included 1,297 shares of common stock of Banknorth Group, Inc. the predecessor to TD Banknorth, that TD Banknorth subsequently determined were not outstanding as of March 1, 2005.

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