<PAGE>
 
Registration No. 333-_____
                                       As filed with the Securities and Exchange
                                       Commission on February 20, 1998

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             --------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                             --------------------

                            Northwest Bancorp, Inc.
            (Exact Name of Registrant as Specified in its Charter)

         Pennsylvania                              23-2900888
   (State of Incorporation)              (IRS Employer Identification No.)

                       Liberty Street and Second Avenue,
                          Warren, Pennsylvania 16365
                   (Address of Principal Executive Offices)

                             --------------------

               Northwest Savings Bank and Northwest Bancorp, MHC
                            1995 Stock Option Plan
               Northwest Savings Bank and Northwest Bancorp, MHC
                      1995 Recognition and Retention Plan
                      for Employees and Outside Directors
                           (Full Title of the Plans)


                                  Copies to:

            John O. Hanna                       Kenneth R. Lehman, Esquire     
President and Chief Executive Officer            Edward A. Quint, Esquire      
       Northwest Bancorp, Inc.             Luse Lehman Gorman Pomerenk & Schick
  Liberty Street and Second Avenue              A Professional Corporation     
     Warren, Pennsylvania 16365               5335 Wisconsin Ave., N.W., #400  
           (814) 726-2140                         Washington, D.C. 20015       
                                                      (202) 274-2000           
     (Name, Address and Telephone                     
     Number of Agent for Service)

                             --------------------

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [X]
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
     Title of                                              Proposed                 Proposed
    Securities                  Amount                     Maximum                  Maximum           Amount of
      to be                     to be                   Offering Price             Aggregate         Registration
    Registered               Registered (1)               Per Share              Offering Price          Fee
---------------------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>                       <C>                 <C>
Common Stock, par
value $.10 per share      1,319,370 shares (2)           $  6.39 (3)               $8,430,774          $2,487

Common Stock, par
value $.10 per share          4,000 shares (4)           $ 14.00 (3)                  $56,000             $17

         Total:           1,323,370 shares                                         $8,486,774          $2,504
                          ================                                         ==========          ======
</TABLE>

-------------- 
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Northwest Savings Bank and Northwest Bancorp, MHC1995 Stock Option Plan
     (the "1995 Stock Option Plan"), and the Northwest Savings Bank and
     Northwest Bancorp, MHC 1995 Recognition and Retention Plan for Employees
     and Outside Directors (the "1995 Recognition and Retention Plan") as the
     result of a stock split, stock dividend or similar adjustment of the
     outstanding Common Stock of Northwest Bancorp, Inc. pursuant to 17 C.F.R.
     (S) 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     the 1995 Stock Option Plan. 
(3)  Determined by the exercise price of the options pursuant to 17 C.F.R. 
     (S) 230.457(h)(1). 
(4)  Represents the number of shares currently reserved for issuance pursuant to
     the 1995 Recognition and Retention Plan.

                         -------------------------------

     This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. 
(S) 230.462.

                                       2
<PAGE>
 
PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan
               Annual Information

        This Registration Statement relates to the registration of (i) 1,319,370
shares of Common Stock reserved for issuance and delivery upon the exercise of
options under the 1995 Stock Option Plan and (ii) 4,000 shares of Common Stock
reserved for issuance and delivery pursuant to the 1995 Recognition and
Retention Plan. Documents containing the information required by Part I of the
Registration Statement have been or will be sent or given to participants in the
1995 Stock Option Plan and the 1995 Recognition and Retention Plan as
appropriate, as specified by Securities Act Rule 428(b)(1). Such documents are
not filed with the Securities and Exchange Commission (the "Commission" or
"SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3. Incorporation of Documents by Reference

        All documents filed by the Company pursuant to Sections 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
be part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

        The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:

        (A)    Annual Report on Form 10-K of Northwest Savings Bank for the
fiscal year ended June 30, 1997.

        (B)(1) Quarterly Report on Form 10-Q of Northwest Savings Bank for the
quarter ended September 30, 1997.

        (B)(2) Quarterly Report on Form 10-Q of Northwest Savings Bank for the
quarter ended December 31, 1997.

        (C)    The description of the Common Stock contained in the Registration
Statement on Form S-4 (Commission File No. 333-31687), originally filed by the
Company with the SEC under the Securities Act of 1933 on July 21, 1997.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        None.

                                       3
<PAGE>
 
Item 6. Indemnification of Directors and Officers

                  Article VI of the Registrant's Bylaws provide for the
following indemnification for Directors and Officers.

                  6.1 Third Party Actions. The Corporation shall indemnify any
                      -------------------
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending or completed action or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by or in the right of the Corporation), by reason of the fact that he
         is or was a director or officer of the Corporation, or is or was
         serving at the request of the Corporation as a representative of
         another domestic or foreign corporation for profit or not-for-profit,
         partnership, joint venture, trust or other enterprise, against expenses
         (including attorney's fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him in connection with
         the action or proceeding if he acted in good faith and in a manner he
         reasonably believed to be in, or not opposed to, the best interests of
         the Corporation and, with respect to any criminal proceeding, had no
         reasonable cause to believe his conduct was unlawful, provided that the
         Corporation shall not be liable for any amounts which may be due to any
         such person in connection with a settlement of any action or proceeding
         effected without its prior written consent or any action or proceeding
         initiated by any such person (other than an action or proceeding to
         enforce rights to indemnification hereunder).

                  6.2 Derivative and Corporate Actions. The Corporation shall
                      --------------------------------
         indemnify any person who was or is a party, or is threatened to be made
         a party, to any threatened, pending or completed action by or in the
         right of the Corporation to procure a judgment in its favor by reason
         of the fact that he is or was a director or officer of the Corporation
         or is or was serving at the request of the Corporation as a
         representative of another domestic or foreign corporation for profit or
         not-for-profit, partnership, joint venture, trust or other enterprise,
         against expenses (including attorney's fees) actually and reasonably
         incurred by him in connection with the defense or settlement of the
         action if he acted in good faith and in a manner he reasonably believed
         to be in, or not opposed to, the best interests of the Corporation,
         provided that the Corporation shall not be liable for any amounts which
         may be due to any such person in connection with a settlement of any
         action or proceeding affected without its prior written consent.
         Indemnification shall not be made under this Section 6.2 in respect of
         any claim, issue or matter as to which the person has been adjudged to
         be liable to the Corporation unless and only to the extent that the
         court of common pleas of the judicial district embracing the county in
         which the registered office of the Corporation is located or the court
         in which the action was brought determines upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, the person is fairly and reasonably entitled
         to indemnity for the expenses that the court of common pleas or other
         court deems proper.

                  6.3 Mandatory Indemnification. To the extent that a
                      -------------------------
         representative of the Corporation has been successful on the merits or
         otherwise in defense of any action or proceeding referred to in Section
         6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
         he shall be indemnified against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

                  6.4 Procedure for Effecting Indemnification. Unless ordered by
                      ---------------------------------------
         a court, any indemnification under Section 6.1 or Section 6.2 shall be
         made by the Corporation only as authorized in the specific case upon a
         determination that indemnification of the representative is proper in
         the circumstances because he has met the applicable standard of conduct
         set forth in those sections. The determination shall be made:

                  (1) by the Board of Directors by a majority vote of a quorum 
         consisting of directors who were not parties to the action or 
         proceeding;

                                       4
<PAGE>
 
                  (2) if such a quorum is not obtainable, or if obtainable and a
         majority vote of a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion; or

                  (3) by the stockholders.

                  6.5 Advancing Expenses. Expenses (including attorneys' fees)
                      ------------------
         incurred in defending any action or proceeding referred to in this
         Article VI shall be paid by the Corporation in advance of the final
         disposition of the action or proceeding upon receipt of an undertaking
         by or on behalf of the director or officer to repay the amount if it is
         ultimately determined that he is not entitled to be indemnified by the
         Corporation as authorized in this Article VI or otherwise.

                  6.6 Insurance. The Corporation shall have the power to
                      ---------
         purchase and maintain insurance on behalf of any person who is or was a
         representative of the Corporation or is or was serving at the request
         of the Corporation as a representative of another domestic or foreign
         corporation for profit or not-for-profit, partnership, joint venture,
         trust or other enterprise against any liability asserted against him
         and incurred by him in any such capacity, or arising out of his status
         as such, whether or not the Corporation would have the power to
         indemnify him against that liability under the provisions of this
         Article VI.

                  6.7 Modification. The duties of the Corporation to indemnify
                      ------------
         and to advance expenses to a director or officer provided in this
         Article VI shall be in the nature of a contract between the Corporation
         and each such person, and no amendment or repeal of any provision of
         this Article VI shall alter, to the detriment of such person, the right
         of such person to the advance of expenses or indemnification related to
         a claim based on an act or failure to act which took place prior to
         such amendment or repeal.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         4.1      Northwest Savings Bank and Northwest Bancorp, MHC 1995 Stock
                  Option Plan (Incorporated by reference from Exhibit 10.5 of
                  the Registrant's Registration Statement on Form S-4
                  (Registration No. 333-31687), originally filed with the SEC on
                  July 21, 1997).

         4.2      Northwest Savings Bank and Northwest Bancorp, MHC 1995
                  Recognition and Retention Plan (Incorporated from reference to
                  Exhibit 10.6 of the Registrant's Registration Statement on
                  Form S-4 (Registration No. 333-31687), originally filed with
                  the SEC on July 21, 1997).

         5        Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                  Professional Corporation as to the legality of the Common
                  Stock registered hereby.

         23.1     Consent of Luse Lehman Gorman Pomerenk & Schick, A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).

         23.2     Consent of KPMG Peat Marwick LLP.

                                       5
<PAGE>
 
         99.1     Quarterly Report on Form 10-Q of Northwest Savings Bank for 
                  the fiscal quarter ended September 30, 1997.

         99.2     Quarterly Report on Form 10-Q of Northwest Savings Bank for 
                  the fiscal quarter ended December 31, 1997.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the Registration Statement not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the 1995 Stock Option Plan and the 1995 Recognition and Retention Plan; and

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
<PAGE>
 
                                 EXHIBIT INDEX


   Exhibit Number                           Description
   --------------                           -----------

         5                 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                           Professional Corporation as to the legality of the
                           Common Stock registered hereby.

         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional Corporation (contained in the opinion
                           included as Exhibit 5)

         23.2              Consent of KPMG Peat Marwick LLP.

         99.1              Quarterly Report on Form 10-Q of Northwest Savings
                           Bank for the fiscal quarter ended September 30, 1997.

         99.2              Quarterly Report on Form 10-Q of Northwest Savings
                           Bank for the fiscal quarter ended December 31, 1997.

                                       7
<PAGE>
 
                                  SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warren, State of Pennsylvania, on this 17th day
of February, 1998.

                                               Northwest Bancorp, Inc.


                                               By:  /s/ John O. Hanna
                                                    -----------------
                                                    John O. Hanna, President and
                                                      Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE> 
<S>                                         <C> 
By:   /s/ John O. Hanna                     By:   /s/ William J. Wagner
      -----------------                           ---------------------
      John O. Hanna, President, Chief             William J. Wagner, Executive Vice
        Executive Officer and Director              President, Chief Financial Officer, Chief
      (Principal Executive Officer)                 Operating Officer and Director
                                                  (Principal Financial and Accounting Officer)

Date: February 17, 1998                     Date: February 17, 1998

By:   /s/ Richard L. Carr                   By:   /s/ Thomas K. Creal, III
      -------------------                         ------------------------
      Richard L. Carr, Director                   Thomas K. Creal, III, Director

Date: February 17, 1998                     Date: February 17, 1998

By:   /s/ John J. Doyle                     By:   /s/ Robert G. Ferrier
      -----------------                           ---------------------
      John J. Doyle, Director                     Robert G. Ferrier, Director

Date: February 17, 1998                     Date: February 17, 1998

By:   /s/ Richard E. McDowell               By:   /s/ Joseph T. Stadler
      -----------------------                     ---------------------
      Richard E. McDowell, Director               Joseph T. Stadler, Director

Date: February 17, 1998                     Date: February 17, 1998

By:   /s/ Walter J. Yahn                    By:   /s/ John S. Young
      ------------------                          -----------------
      Walter J. Yahn, Director                    John S. Young, Director

Date: February 17, 1998                     Date: February 17, 1998
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23265}]
{"company-data": {"conformed-name": "NORTHWEST BANCORP INC", "cik": "0001042064", "assigned-sic": "6036", "irs-number": "232900888", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46651", "film-number": "98546547"}, "business-address": {"street1": "LIBERTY & SECOND STS", "city": "WARREN", "state": "PA", "zip": "16365", "phone": "8147262140"}, "mail-address": {"street1": "LIBERTY & SECOND STS", "city": "WARREN", "state": "PA", "zip": "16365"}}
Registration No. 333-_____
                                       As filed with the Securities and Exchange
                                       Commission on February 20, 1998

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             --------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                             --------------------

                            Northwest Bancorp, Inc.
            (Exact Name of Registrant as Specified in its Charter)

         Pennsylvania                              23-2900888
   (State of Incorporation)              (IRS Employer Identification No.)

                       Liberty Street and Second Avenue,
                          Warren, Pennsylvania 16365
                   (Address of Principal Executive Offices)

                             --------------------

               Northwest Savings Bank and Northwest Bancorp, MHC
                            1995 Stock Option Plan
               Northwest Savings Bank and Northwest Bancorp, MHC
                      1995 Recognition and Retention Plan
                      for Employees and Outside Directors
                           (Full Title of the Plans)

                                  Copies to:

            John O. Hanna                       Kenneth R. Lehman, Esquire     
President and Chief Executive Officer            Edward A. Quint, Esquire      
       Northwest Bancorp, Inc.             Luse Lehman Gorman Pomerenk & Schick
  Liberty Street and Second Avenue              A Professional Corporation     
     Warren, Pennsylvania 16365               5335 Wisconsin Ave., N.W., #400  
           (814) 726-2140                         Washington, D.C. 20015       
                                                      (202) 274-2000           
     (Name, Address and Telephone                     
     Number of Agent for Service)

                             --------------------

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [X]
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
     Title of                                              Proposed                 Proposed
    Securities                  Amount                     Maximum                  Maximum           Amount of
      to be                     to be                   Offering Price             Aggregate         Registration
    Registered               Registered (1)               Per Share              Offering Price          Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.10 per share      1,319,370 shares (2)           $  6.39 (3)               $8,430,774          $2,487

Common Stock, par
value $.10 per share          4,000 shares (4)           $ 14.00 (3)                  $56,000             $17

         Total:           1,323,370 shares                                         $8,486,774          $2,504
                          ================                                         ==========          ======
-------------- 
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Northwest Savings Bank and Northwest Bancorp, MHC1995 Stock Option Plan
     (the "1995 Stock Option Plan"), and the Northwest Savings Bank and
     Northwest Bancorp, MHC 1995 Recognition and Retention Plan for Employees
     and Outside Directors (the "1995 Recognition and Retention Plan") as the
     result of a stock split, stock dividend or similar adjustment of the
     outstanding Common Stock of Northwest Bancorp, Inc. pursuant to 17 C.F.R.
     (S) 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     the 1995 Stock Option Plan. 
(3)  Determined by the exercise price of the options pursuant to 17 C.F.R. 
     (S) 230.457(h)(1). 
(4)  Represents the number of shares currently reserved for issuance pursuant to
     the 1995 Recognition and Retention Plan.

                         -------------------------------

     This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. 
(S) 230.462.

                                       2
PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan
               Annual Information

        This Registration Statement relates to the registration of (i) 1,319,370
shares of Common Stock reserved for issuance and delivery upon the exercise of
options under the 1995 Stock Option Plan and (ii) 4,000 shares of Common Stock
reserved for issuance and delivery pursuant to the 1995 Recognition and
Retention Plan. Documents containing the information required by Part I of the
Registration Statement have been or will be sent or given to participants in the
1995 Stock Option Plan and the 1995 Recognition and Retention Plan as
appropriate, as specified by Securities Act Rule 428(b)(1). Such documents are
not filed with the Securities and Exchange Commission (the "Commission" or
"SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3. Incorporation of Documents by Reference

        All documents filed by the Company pursuant to Sections 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
be part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

        The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:

        (A)    Annual Report on Form 10-K of Northwest Savings Bank for the
fiscal year ended June 30, 1997.

        (B)(1) Quarterly Report on Form 10-Q of Northwest Savings Bank for the
quarter ended September 30, 1997.

        (B)(2) Quarterly Report on Form 10-Q of Northwest Savings Bank for the
quarter ended December 31, 1997.

        (C)    The description of the Common Stock contained in the Registration
Statement on Form S-4 (Commission File No. 333-31687), originally filed by the
Company with the SEC under the Securities Act of 1933 on July 21, 1997.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        None.

                                       3
Item 6. Indemnification of Directors and Officers

                  Article VI of the Registrant's Bylaws provide for the
following indemnification for Directors and Officers.

                  6.1 Third Party Actions. The Corporation shall indemnify any
                      -------------------
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending or completed action or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by or in the right of the Corporation), by reason of the fact that he
         is or was a director or officer of the Corporation, or is or was
         serving at the request of the Corporation as a representative of
         another domestic or foreign corporation for profit or not-for-profit,
         partnership, joint venture, trust or other enterprise, against expenses
         (including attorney's fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him in connection with
         the action or proceeding if he acted in good faith and in a manner he
         reasonably believed to be in, or not opposed to, the best interests of
         the Corporation and, with respect to any criminal proceeding, had no
         reasonable cause to believe his conduct was unlawful, provided that the
         Corporation shall not be liable for any amounts which may be due to any
         such person in connection with a settlement of any action or proceeding
         effected without its prior written consent or any action or proceeding
         initiated by any such person (other than an action or proceeding to
         enforce rights to indemnification hereunder).

                  6.2 Derivative and Corporate Actions. The Corporation shall
                      --------------------------------
         indemnify any person who was or is a party, or is threatened to be made
         a party, to any threatened, pending or completed action by or in the
         right of the Corporation to procure a judgment in its favor by reason
         of the fact that he is or was a director or officer of the Corporation
         or is or was serving at the request of the Corporation as a
         representative of another domestic or foreign corporation for profit or
         not-for-profit, partnership, joint venture, trust or other enterprise,
         against expenses (including attorney's fees) actually and reasonably
         incurred by him in connection with the defense or settlement of the
         action if he acted in good faith and in a manner he reasonably believed
         to be in, or not opposed to, the best interests of the Corporation,
         provided that the Corporation shall not be liable for any amounts which
         may be due to any such person in connection with a settlement of any
         action or proceeding affected without its prior written consent.
         Indemnification shall not be made under this Section 6.2 in respect of
         any claim, issue or matter as to which the person has been adjudged to
         be liable to the Corporation unless and only to the extent that the
         court of common pleas of the judicial district embracing the county in
         which the registered office of the Corporation is located or the court
         in which the action was brought determines upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, the person is fairly and reasonably entitled
         to indemnity for the expenses that the court of common pleas or other
         court deems proper.

                  6.3 Mandatory Indemnification. To the extent that a
                      -------------------------
         representative of the Corporation has been successful on the merits or
         otherwise in defense of any action or proceeding referred to in Section
         6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
         he shall be indemnified against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

                  6.4 Procedure for Effecting Indemnification. Unless ordered by
                      ---------------------------------------
         a court, any indemnification under Section 6.1 or Section 6.2 shall be
         made by the Corporation only as authorized in the specific case upon a
         determination that indemnification of the representative is proper in
         the circumstances because he has met the applicable standard of conduct
         set forth in those sections. The determination shall be made:

                  (1) by the Board of Directors by a majority vote of a quorum 
         consisting of directors who were not parties to the action or 
         proceeding;

                                       4
(2) if such a quorum is not obtainable, or if obtainable and a
         majority vote of a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion; or

                  (3) by the stockholders.

                  6.5 Advancing Expenses. Expenses (including attorneys' fees)
                      ------------------
         incurred in defending any action or proceeding referred to in this
         Article VI shall be paid by the Corporation in advance of the final
         disposition of the action or proceeding upon receipt of an undertaking
         by or on behalf of the director or officer to repay the amount if it is
         ultimately determined that he is not entitled to be indemnified by the
         Corporation as authorized in this Article VI or otherwise.

                  6.6 Insurance. The Corporation shall have the power to
                      ---------
         purchase and maintain insurance on behalf of any person who is or was a
         representative of the Corporation or is or was serving at the request
         of the Corporation as a representative of another domestic or foreign
         corporation for profit or not-for-profit, partnership, joint venture,
         trust or other enterprise against any liability asserted against him
         and incurred by him in any such capacity, or arising out of his status
         as such, whether or not the Corporation would have the power to
         indemnify him against that liability under the provisions of this
         Article VI.

                  6.7 Modification. The duties of the Corporation to indemnify
                      ------------
         and to advance expenses to a director or officer provided in this
         Article VI shall be in the nature of a contract between the Corporation
         and each such person, and no amendment or repeal of any provision of
         this Article VI shall alter, to the detriment of such person, the right
         of such person to the advance of expenses or indemnification related to
         a claim based on an act or failure to act which took place prior to
         such amendment or repeal.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         4.1      Northwest Savings Bank and Northwest Bancorp, MHC 1995 Stock
                  Option Plan (Incorporated by reference from Exhibit 10.5 of
                  the Registrant's Registration Statement on Form S-4
                  (Registration No. 333-31687), originally filed with the SEC on
                  July 21, 1997).

         4.2      Northwest Savings Bank and Northwest Bancorp, MHC 1995
                  Recognition and Retention Plan (Incorporated from reference to
                  Exhibit 10.6 of the Registrant's Registration Statement on
                  Form S-4 (Registration No. 333-31687), originally filed with
                  the SEC on July 21, 1997).

         5        Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                  Professional Corporation as to the legality of the Common
                  Stock registered hereby.

         23.1     Consent of Luse Lehman Gorman Pomerenk & Schick, A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).

         23.2     Consent of KPMG Peat Marwick LLP.

                                       5
99.1     Quarterly Report on Form 10-Q of Northwest Savings Bank for 
                  the fiscal quarter ended September 30, 1997.

         99.2     Quarterly Report on Form 10-Q of Northwest Savings Bank for 
                  the fiscal quarter ended December 31, 1997.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the Registration Statement not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the 1995 Stock Option Plan and the 1995 Recognition and Retention Plan; and

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
EXHIBIT INDEX

   Exhibit Number                           Description
   --------------                           -----------

         5                 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
                           Professional Corporation as to the legality of the
                           Common Stock registered hereby.

         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional Corporation (contained in the opinion
                           included as Exhibit 5)

         23.2              Consent of KPMG Peat Marwick LLP.

         99.1              Quarterly Report on Form 10-Q of Northwest Savings
                           Bank for the fiscal quarter ended September 30, 1997.

         99.2              Quarterly Report on Form 10-Q of Northwest Savings
                           Bank for the fiscal quarter ended December 31, 1997.

                                       7
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warren, State of Pennsylvania, on this 17th day
of February, 1998.

                                               Northwest Bancorp, Inc.

                                               By:  /s/ John O. Hanna
                                                    -----------------
                                                    John O. Hanna, President and
                                                      Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
By:   /s/ John O. Hanna                     By:   /s/ William J. Wagner
      -----------------                           ---------------------
      John O. Hanna, President, Chief             William J. Wagner, Executive Vice
        Executive Officer and Director              President, Chief Financial Officer, Chief
      (Principal Executive Officer)                 Operating Officer and Director
                                                  (Principal Financial and Accounting Officer)

Date: February 17, 1998                     Date: February 17, 1998

By:   /s/ Richard L. Carr                   By:   /s/ Thomas K. Creal, III
      -------------------                         ------------------------
      Richard L. Carr, Director                   Thomas K. Creal, III, Director

Date: February 17, 1998                     Date: February 17, 1998

By:   /s/ John J. Doyle                     By:   /s/ Robert G. Ferrier
      -----------------                           ---------------------
      John J. Doyle, Director                     Robert G. Ferrier, Director

Date: February 17, 1998                     Date: February 17, 1998

By:   /s/ Richard E. McDowell               By:   /s/ Joseph T. Stadler
      -----------------------                     ---------------------
      Richard E. McDowell, Director               Joseph T. Stadler, Director

Date: February 17, 1998                     Date: February 17, 1998

By:   /s/ Walter J. Yahn                    By:   /s/ John S. Young
      ------------------                          -----------------
      Walter J. Yahn, Director                    John S. Young, Director

Date: February 17, 1998                     Date: February 17, 1998