Registration No. 333-______

     As filed with the Securities and Exchange Commission on March 28, 2002


                       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)


            Federal                                   23-2900888
-------------------------------------------------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                           Liberty and Second Streets
                           Warren, Pennsylvania 16365

                    (Address of Principal Executive Offices)

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

                             Northwest Bancorp, Inc.
                             2000 Stock Option Plan
                            (Full Title of the Plan)


                                   Copies to:
 William J. Wagner, President
 and Chief Executive Officer          Edward A. Quint, Esquire
 Northwest Bancorp, Inc.              Luse Lehman Gorman Pomerenk & Schick, P.C.
 Liberty and Second Streets           5335 Wisconsin Ave., N.W., Suite 400
 Warren, Pennsylvania 16365           Washington, D.C.  20015
 (814) 726-2140                       (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.:


<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

===============================================================================================
     Title of         Amount to be     Proposed Maximum   Proposed Maximum      Amount of
 Securities to be    Registered (1)     Offering Price       Aggregate       Registration Fee
    Registered                             Per Share       Offering Price
-----------------------------------------------------------------------------------------------
<S>                <C>                   <C>                <C>                 <C>
Common Stock, par
  value $.10 per
      share        564,155 shares (2)     $12.35 (3)         $6,967,314            $641
-----------------------------------------------------------------------------------------------
Common Stock, par
  value $.10 per   235,845 shares (4)      $9.78 (5)         $2,306,564            $212
      share
-----------------------------------------------------------------------------------------------
      Total          800,000 shares                          $9,273,878            $853
===============================================================================================
</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 Bancorp, Inc. 2000 Stock Option Plan (the "Stock Option 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.
    ss. 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
    options granted pursuant to the Stock Option Plan.
(3) Determined  by  reference  to the fair market value of the common stock on
    March 25, 2002, pursuant to 17 C.F.R.ss.230.457(c).
(4) Represents the number of shares currently reserved for issuance pursuant to
    options available for grant pursuant to the Stock Option Plan.
(5) Determined by the exercise price of options pursuant
    to 17 C.F.R.ss.230.457(h)(1).




     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. ss.
230.462.




<PAGE>


PART I.

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

     The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to participants in the Stock Option Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

     Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following documents previously or concurrently filed by Northwest
Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

     a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 2001 (Commission File No. 0-23817) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001, as subsequently amended by Form 10-Q/A, and the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 2001, each
filed pursuant to Section 13 of the Exchange Act;

     c) The Company's Current Reports on Form 8-K dated August 16, 2001,
November 30, 2001 and January 31, 2002, each filed pursuant to Section 13 of the
Exchange Act; and

     d) The description of the common stock of the Company in the Prospectus
(Commission File No. 333-56859) originally filed by the Company under the
Securities Act of 1933 with the Commission on August 24, 1998, and all
amendments or reports filed for the purpose of updating such description.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(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 incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein 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 and the prospectus.

     The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to William
J. Wagner, President and Chief Executive Officer, Northwest Bancorp, Inc.,
Liberty and Second Streets, Warren, Pennsylvania 16365, telephone number (814)
726-2140.

        All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

        Not applicable.

Item 5.  Interests of Named Experts and Counsel

        None.

Item 6.   Indemnification of Directors and Officers

        Generally, federal regulations define areas for indemnity coverage for
federal mid-tier holding companies, as follows:

     (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the company shall be indemnified
for:

           (i) Any amount for which that person becomes liable under a
      judgment in such action; and

           (ii) Reasonable costs and expenses, including reasonable
      attorneys' fees, actually paid or incurred by that person in
      defending or settling such action, or in enforcing his or her
      rights under this section if he or she attains a favorable
      judgment in such enforcement action.

     (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

             (i) Final judgment on the merits is in his or her favor; or

             (ii) In case of:

              a.   Settlement,
              b.  Final judgment against him or her, or
              c.  Final judgment in his or her favor, other than on the merits,

if a majority of the disinterested directors of the company determine that he or
she was acting in good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it under the
circumstances and for a purpose he or she could reasonably have believed under
the circumstances was in the best interest of the company. However, no
indemnification shall be made unless the company gives the Office at least 60
days notice of its intention to make such indemnification. Such notice shall
state the facts on which the action arose, the terms of any settlement, and any
disposition of the action by a court. Such notice, a copy thereof, and a
certified copy of the resolution containing the required determination by the
board of directors shall be sent to the Regional Director, who shall promptly
acknowledge receipt thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the OTS advises the
association in writing, within such notice period, of its objection thereto.

        (c) As used in this paragraph:

                    (i) "Action" means any judicial or administrative
               proceeding, or threatened proceeding, whether civil, criminal, or
               otherwise, including any appeal or other proceeding for review;

                    (ii) "Court" includes, without limitation, any court to
               which or in which any appeal or any proceeding for review is
               brought;

                    (iii) "Final Judgment" means a judgment, decree, or order
               which is not appealable or as to which the period for appeal has
               expired with no appeal taken;

                    (iv) "Settlement" includes the entry of a judgment by
               consent or confession or a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed.

        Not applicable.

Item 8.  List of Exhibits.

Regulation S-K                                      Reference to Prior Filing or
Exhibit Number                Document              Exhibit No. Attached Hereto

5     Opinion of Luse Lehman Gorman Pomerenk        Attached as Exhibit 5
      & Schick, P.C.

10.1  Northwest Bancorp, Inc. 2000 Stock Option Plan.       **

23.1  Consent of Luse Lehman Gorman Pomerenk       Contained in Exhibit 5
      & Schick, P.C.

23.2  Consent of KPMG LLP                          Attached as Exhibit 23.2

24    Power of Attorney                            Contained on Signature
Page

** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's December 20, 2000 annual meeting of stockholders, filed with the
Commission on November 21, 2000, which is incorporated herein by reference.

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 plan distribution 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
Stock Option 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 this 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.


<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 LLP.









<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, Pennsylvania, on this 25th day of March,
2002.

                                  NORTHWEST BANCORP, INC.




                                  By:    \s\ William J. Wagner
                                             -----------------------------------
                                             William J. Wagner, President and
                                             Chief Executive Officer
                                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Northwest Bancorp, Inc. (the
"Company"), hereby severally constitute and appoint William J. Wagner as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said William J. Wagner may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically, but not limited to, power and authority to sign for us in our
names in the capacities indicated below the registration statement and any and
all amendments (including post-effective amendments) thereto; and we hereby
approve, ratify and confirm all that said William J. Wagner shall do or cause to
be done by virtue thereof.

     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:

Signatures                        Title                          Date



\s\ William J. Wagner        President, Chief Executive Officer  March 25, 2002
--------------------------
William J. Wagner            and Director
(Principal Executive Officer)

\s\ William W. Harvey, Jr.   Vice President Finance              March 25, 2002
--------------------------
William W. Harvey, Jr.        (Principal Financial and
                             Accounting Officer)

\s\ John O. Hanna            Chairman of the Board               March 25, 2002
--------------------------
John O. Hanna


\s\ Robert G. Ferrier        Director                            March 25, 2002
--------------------------
Robert G. Ferrier


\s\ Richard E. McDowell      Director                            March 25, 2002
--------------------------
Richard E. McDowell


\s\ Joseph T. Stadler        Director                            March 25, 2002
---------------------------
Joseph T. Stadler


\s\ Joseph F. Long           Director                            March 25, 2002
---------------------------
Joseph F. Long


\s\ A. Paul King             Director                            March 25, 2002
---------------------------
A. Paul King


\s\ Thomas K. Creal, III     Director                            March 25, 2002
---------------------------
Thomas K. Creal, III


\s\ Richard L. Carr          Director                            March 25, 2002
---------------------------
Richard L. Carr


\s\ John M. Bauer            Director                            March 25, 2002
---------------------------
John M. Bauer


<PAGE>





                                    EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.


<PAGE>



                  [LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]





March 25, 2002                                                   (202) 274-2000

Board of Directors
Northwest Bancorp, Inc.
Liberty and Second Streets
Warren, Pennsylvania 16365

               Re:    Northwest Bancorp, Inc. 2000 Stock Option Plan
                      Registration Statement on Form S-8

Ladies and Gentlemen:

     You have requested the opinion of this firm as to certain matters in
connection with the issuance of Northwest Bancorp, Inc. (the "Company") common
stock, par value $.10 per share (the "Common Stock"), pursuant to the Northwest
Bancorp, Inc. 2000 Stock Option Plan (the "Stock Option Plan"). We have reviewed
the Company's Charter, Registration Statement on Form S-8 (the "Form S-8"), as
well as applicable statutes and regulations governing the Company and the offer
and sale of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the effectiveness of the Form S-8, the Common Stock, when issued in
connection with the exercise of options granted pursuant to the Stock Option
Plan, will be legally issued, fully paid and non-assessable.

     This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.

                                   Very truly yours,


                                    \s\ LUSE LEHMAN GORMAN POMERENK SCHICK
                                    ---------------------------------------
                                    LUSE LEHMAN GORMAN POMERENK SCHICK
                                    A Professional Corporation





<PAGE>


                                  EXHIBIT 23.2

                               CONSENT OF KPMG LLP


<PAGE>







                               [KPMG LLP Letterhead]


              Consent of Independent Certified Public Accountants



The Board of Directors
Northwest Bancorp, Inc.

        We consent to the use of our report dated July 20, 2001, with respect to
the consoldiated statements of financial condition of Northwest Bancorp, Inc. as
of June 30, 2001 and 2000 and the related consoldiated statements of income,
changes in shareholders' equity and cash flows for each of the years in the
three-year period ended June 30, 2001, incorporated by reference herein.


                                        /s/ KPMG LLP

Pittsburgh, Pennsylvania
March 27, 2002
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21590}]
{"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": "333-85118", "film-number": "02591167"}, "business-address": {"street1": "LIBERTY & SECOND STS", "city": "WARREN", "state": "PA", "zip": "16365", "phone": "8147287260"}, "mail-address": {"street1": "LIBERTY & SECOND STS", "city": "WARREN", "state": "PA", "zip": "16365"}}
Registration No. 333-______

     As filed with the Securities and Exchange Commission on March 28, 2002

                       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)

            Federal                                   23-2900888
-------------------------------------------------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                           Liberty and Second Streets
                           Warren, Pennsylvania 16365

                    (Address of Principal Executive Offices)

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

                             Northwest Bancorp, Inc.
                             2000 Stock Option Plan
                            (Full Title of the Plan)

                                   Copies to:
 William J. Wagner, President
 and Chief Executive Officer          Edward A. Quint, Esquire
 Northwest Bancorp, Inc.              Luse Lehman Gorman Pomerenk & Schick, P.C.
 Liberty and Second Streets           5335 Wisconsin Ave., N.W., Suite 400
 Warren, Pennsylvania 16365           Washington, D.C.  20015
 (814) 726-2140                       (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.:
CALCULATION OF REGISTRATION FEE

===============================================================================================
     Title of         Amount to be     Proposed Maximum   Proposed Maximum      Amount of
 Securities to be    Registered (1)     Offering Price       Aggregate       Registration Fee
    Registered                             Per Share       Offering Price
-----------------------------------------------------------------------------------------------
Common Stock, par
  value $.10 per
      share        564,155 shares (2)     $12.35 (3)         $6,967,314            $641
-----------------------------------------------------------------------------------------------
Common Stock, par
  value $.10 per   235,845 shares (4)      $9.78 (5)         $2,306,564            $212
      share
-----------------------------------------------------------------------------------------------
      Total          800,000 shares                          $9,273,878            $853
===============================================================================================
_____________
(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 Bancorp, Inc. 2000 Stock Option Plan (the "Stock Option 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.
    ss. 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
    options granted pursuant to the Stock Option Plan.
(3) Determined  by  reference  to the fair market value of the common stock on
    March 25, 2002, pursuant to 17 C.F.R.ss.230.457(c).
(4) Represents the number of shares currently reserved for issuance pursuant to
    options available for grant pursuant to the Stock Option Plan.
(5) Determined by the exercise price of options pursuant
    to 17 C.F.R.ss.230.457(h)(1).

     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. ss.
230.462.
PART I.

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

     The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to participants in the Stock Option Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

     Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following documents previously or concurrently filed by Northwest
Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

     a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 2001 (Commission File No. 0-23817) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001, as subsequently amended by Form 10-Q/A, and the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 2001, each
filed pursuant to Section 13 of the Exchange Act;

     c) The Company's Current Reports on Form 8-K dated August 16, 2001,
November 30, 2001 and January 31, 2002, each filed pursuant to Section 13 of the
Exchange Act; and

     d) The description of the common stock of the Company in the Prospectus
(Commission File No. 333-56859) originally filed by the Company under the
Securities Act of 1933 with the Commission on August 24, 1998, and all
amendments or reports filed for the purpose of updating such description.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(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 incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein 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 and the prospectus.

     The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to William
J. Wagner, President and Chief Executive Officer, Northwest Bancorp, Inc.,
Liberty and Second Streets, Warren, Pennsylvania 16365, telephone number (814)
726-2140.

        All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

        Not applicable.

Item 5.  Interests of Named Experts and Counsel

        None.

Item 6.   Indemnification of Directors and Officers

        Generally, federal regulations define areas for indemnity coverage for
federal mid-tier holding companies, as follows:

     (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the company shall be indemnified
for:

           (i) Any amount for which that person becomes liable under a
      judgment in such action; and

           (ii) Reasonable costs and expenses, including reasonable
      attorneys' fees, actually paid or incurred by that person in
      defending or settling such action, or in enforcing his or her
      rights under this section if he or she attains a favorable
      judgment in such enforcement action.

     (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

             (i) Final judgment on the merits is in his or her favor; or

             (ii) In case of:

              a.   Settlement,
              b.  Final judgment against him or her, or
              c.  Final judgment in his or her favor, other than on the merits,

if a majority of the disinterested directors of the company determine that he or
she was acting in good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it under the
circumstances and for a purpose he or she could reasonably have believed under
the circumstances was in the best interest of the company. However, no
indemnification shall be made unless the company gives the Office at least 60
days notice of its intention to make such indemnification. Such notice shall
state the facts on which the action arose, the terms of any settlement, and any
disposition of the action by a court. Such notice, a copy thereof, and a
certified copy of the resolution containing the required determination by the
board of directors shall be sent to the Regional Director, who shall promptly
acknowledge receipt thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the OTS advises the
association in writing, within such notice period, of its objection thereto.

        (c) As used in this paragraph:

                    (i) "Action" means any judicial or administrative
               proceeding, or threatened proceeding, whether civil, criminal, or
               otherwise, including any appeal or other proceeding for review;

                    (ii) "Court" includes, without limitation, any court to
               which or in which any appeal or any proceeding for review is
               brought;

                    (iii) "Final Judgment" means a judgment, decree, or order
               which is not appealable or as to which the period for appeal has
               expired with no appeal taken;

                    (iv) "Settlement" includes the entry of a judgment by
               consent or confession or a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed.

        Not applicable.

Item 8.  List of Exhibits.

Regulation S-K                                      Reference to Prior Filing or
Exhibit Number                Document              Exhibit No. Attached Hereto

5     Opinion of Luse Lehman Gorman Pomerenk        Attached as Exhibit 5
      & Schick, P.C.

10.1  Northwest Bancorp, Inc. 2000 Stock Option Plan.       **

23.1  Consent of Luse Lehman Gorman Pomerenk       Contained in Exhibit 5
      & Schick, P.C.

23.2  Consent of KPMG LLP                          Attached as Exhibit 23.2

24    Power of Attorney                            Contained on Signature
Page

** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's December 20, 2000 annual meeting of stockholders, filed with the
Commission on November 21, 2000, which is incorporated herein by reference.

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 plan distribution 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
Stock Option 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 this 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.
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 LLP.
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, Pennsylvania, on this 25th day of March,
2002.

                                  NORTHWEST BANCORP, INC.

                                  By:    \s\ William J. Wagner
                                             -----------------------------------
                                             William J. Wagner, President and
                                             Chief Executive Officer
                                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Northwest Bancorp, Inc. (the
"Company"), hereby severally constitute and appoint William J. Wagner as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said William J. Wagner may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically, but not limited to, power and authority to sign for us in our
names in the capacities indicated below the registration statement and any and
all amendments (including post-effective amendments) thereto; and we hereby
approve, ratify and confirm all that said William J. Wagner shall do or cause to
be done by virtue thereof.

     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:

Signatures                        Title                          Date

\s\ William J. Wagner        President, Chief Executive Officer  March 25, 2002
--------------------------
William J. Wagner            and Director
(Principal Executive Officer)

\s\ William W. Harvey, Jr.   Vice President Finance              March 25, 2002
--------------------------
William W. Harvey, Jr.        (Principal Financial and
                             Accounting Officer)

\s\ John O. Hanna            Chairman of the Board               March 25, 2002
--------------------------
John O. Hanna

\s\ Robert G. Ferrier        Director                            March 25, 2002
--------------------------
Robert G. Ferrier

\s\ Richard E. McDowell      Director                            March 25, 2002
--------------------------
Richard E. McDowell

\s\ Joseph T. Stadler        Director                            March 25, 2002
---------------------------
Joseph T. Stadler

\s\ Joseph F. Long           Director                            March 25, 2002
---------------------------
Joseph F. Long

\s\ A. Paul King             Director                            March 25, 2002
---------------------------
A. Paul King

\s\ Thomas K. Creal, III     Director                            March 25, 2002
---------------------------
Thomas K. Creal, III

\s\ Richard L. Carr          Director                            March 25, 2002
---------------------------
Richard L. Carr

\s\ John M. Bauer            Director                            March 25, 2002
---------------------------
John M. Bauer
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]

March 25, 2002                                                   (202) 274-2000

Board of Directors
Northwest Bancorp, Inc.
Liberty and Second Streets
Warren, Pennsylvania 16365

               Re:    Northwest Bancorp, Inc. 2000 Stock Option Plan
                      Registration Statement on Form S-8

Ladies and Gentlemen:

     You have requested the opinion of this firm as to certain matters in
connection with the issuance of Northwest Bancorp, Inc. (the "Company") common
stock, par value $.10 per share (the "Common Stock"), pursuant to the Northwest
Bancorp, Inc. 2000 Stock Option Plan (the "Stock Option Plan"). We have reviewed
the Company's Charter, Registration Statement on Form S-8 (the "Form S-8"), as
well as applicable statutes and regulations governing the Company and the offer
and sale of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the effectiveness of the Form S-8, the Common Stock, when issued in
connection with the exercise of options granted pursuant to the Stock Option
Plan, will be legally issued, fully paid and non-assessable.

     This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.

                                   Very truly yours,

                                    \s\ LUSE LEHMAN GORMAN POMERENK SCHICK
                                    ---------------------------------------
                                    LUSE LEHMAN GORMAN POMERENK SCHICK
                                    A Professional Corporation
EXHIBIT 23.2

                               CONSENT OF KPMG LLP
[KPMG LLP Letterhead]

              Consent of Independent Certified Public Accountants

The Board of Directors
Northwest Bancorp, Inc.

        We consent to the use of our report dated July 20, 2001, with respect to
the consoldiated statements of financial condition of Northwest Bancorp, Inc. as
of June 30, 2001 and 2000 and the related consoldiated statements of income,
changes in shareholders' equity and cash flows for each of the years in the
three-year period ended June 30, 2001, incorporated by reference herein.

                                        /s/ KPMG LLP

Pittsburgh, Pennsylvania
March 27, 2002