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

                                  FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                   Commission File Number     000-17222
                                                         --------------------
                           Warren Bancorp, Inc.
- -----------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

               10 Main Street, Peabody, Massachusetts 01960
- -----------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                 Common Stock, par value $0.10 per share
- -----------------------------------------------------------------------------
         (Title of each class of securities covered by this Form)

                                   N/A
- -----------------------------------------------------------------------------
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)     [X]      Rule 12h-3(b)(1)(i)    [ ]

Rule 12g-4(a)(1)(ii)    [ ]      Rule 12h-3(b)(1)(ii)   [ ]

Rule 12g-4(a)(2)(i)     [ ]      Rule 12h-3(b)(2)(i)    [ ]

Rule 12g-4(a)(2)(ii)    [ ]      Rule 12h-3(b)(2)(ii)   [ ]

                                 Rule 15d-6             [ ]


     Approximate  number  of holders of record as of the  certification  or
notice date: 1
            ---
     Pursuant to the requirements of the Securities Exchange Act of  1934,
Banknorth Group, Inc., as successor to Warren Bancorp, Inc., has caused
this certification/notice to be signed on its behalf by the undersigned
duly authorized person.

Date: January 2, 2003              By: /s/ Peter J. Verrill
     -----------------                --------------------------
                                      Peter J. Verrill, Senior Executive Vice
                                      President, Chief Operating Officer
                                      and Chief Financial Officer


Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.
The registrant shall file with the Commission three copies of Form 15, one
of which shall be manually signed.  It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person.  The name
and title of the person signing the form shall be typed or printed under
the signature.