Registration No. 333-______

    As filed with the Securities and Exchange Commission on December 7, 2005


                       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)


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

                               100 Liberty Street
                           Warren, Pennsylvania 16365
                    (Address of Principal Executive Offices)

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

                 Northwest Bancorp, Inc. 2004 Stock Option Plan
           Northwest Bancorp, Inc. 2004 Recognition and Retention Plan
                            (Full Title of the Plan)


                                   Copies to:
      William J. Wagner
President and Chief Executive Officer            Edward A. Quint, Esquire
    Northwest Bancorp, Inc.                  Luse Gorman Pomerenk & Schick, P.C.
      100 Liberty Street                    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 Securities        Amount to be             Proposed           Proposed Maximum          Amount of
   to be Registered        Registered (1)        Maximum Offering      Aggregate Offering      Registration Fee
                                                   Price Per Share           Price
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                  <C>                           <C>
 Common Stock, par         224,546 shares (2)       $ 22.93 (3)          $   5,148,840                $551
 value $.10 per share
--------------------------------------------------------------------------------------------------------------------
 Common Stock, par         501,006 shares (4)       $ 21.98 (5)          $  11,012,112               $1,178
 value $.10 per share
--------------------------------------------------------------------------------------------------------------------
 Common Stock, par         290,220 shares (6)       $ 21.98 (5)          $   6,379,036                $683
 value $.10 per share
--------------------------------------------------------------------------------------------------------------------
        Total            1,015,772 shares                                $  22,539,988               $2,412
====================================================================================================================
<FN>
-------------
(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.  2004 Stock  Option Plan (the "Stock  Option
     Plan") and  Northwest  Bancorp 2004  Recognition  and  Retention  Plan (the
     "Recognition  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 of Common  Stock  currently  reserved  for
     issuance  under the Stock Option Plan for any stock  options that have been
     granted.
(3)  Determined by the exercise price of options  pursuant to 12 C.F.R.  Section
     230.457(h)(1).
(4)  Represents  the number of shares of Common  Stock  currently  reserved  for
     issuance under the Stock Option Plan for any future stock option grants.
(5)  Determined  by  reference  to the fair market  value of the common stock on
     November 30, 2005 pursuant to 17 C.F.R.  ss.230.457(c).
(6)  Represents  the number of shares of Common Stock (i) awarded but not vested
     and (ii) available for award under the Recognition Plan.
</FN>
</TABLE>

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


     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>


                                        5

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 and
the Recognition Plan (the "Plans") 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,  2005  (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  period  ended
September 30, 2005 filed pursuant to Section 13 of the Exchange Act;

     c) The  Company's  Current  Reports  on Form 8-K dated  October  24,  2005,
November 14, 2005,  November 16, 2005 and November 21, 2005, 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., 100
Liberty Street, 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.



<page>

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.

<page>

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

4               Form of Common Stock                *

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

10.1            Northwest Bancorp, Inc. 2004         **
                Stock Option Plan

10.2            Northwest Bancorp, Inc. 2004         **
                and Retention Plan

23.1            Consent of Luse 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
-------------
* Incorporated by reference to the Company's  Registration Statement on Form S-4
(File No. 333-31687),  originally filed with the Commission on July 21, 1997, as
amended on October 9, 1997 and November 4, 1997.
** Filed  as  exhibits  to the  Registrant's  Proxy  Statement  relating  to the
Registrant's  November 17, 2004 annual meeting of  stockholders,  filed with the
Commission on October 6, 2004, 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



<page>


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

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

23.2                  Consent of KPMG LLP.



<PAGE>



                                   SIGNATURES

     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 7th day of December,
2005.

                                                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 and Chief Executive     December 7, 2005
---------------------         Officer and Director
William J. Wagner            (Principal Executive Officer)

\s\ William W. Harvey, Jr.    Senior Vice President Finance     December 7, 2005
--------------------------   (Principal Financial and
William W. Harvey, Jr.        Accounting Officer)


\s\ Robert G. Ferrier         Director                          December 7, 2005
---------------------
Robert G. Ferrier


\s\ Richard E. McDowell       Director                          December 7, 2005
-----------------------
Richard E. McDowell


\s\ Joseph F. Long           Director                           December 7, 2005
------------------
Joseph F. Long


\s\ A. Paul King             Director                           December 7, 2005
----------------
A. Paul King


\s\ Thomas K. Creal, III     Director                           December 7, 2005
------------------------
Thomas K. Creal, III


\s\ Richard L. Carr          Director                           December 7, 2005
-------------------
Richard L. Carr


\s\ John M. Bauer            Director                           December 7, 2005
-----------------
John M. Bauer
[{"type": "S-8", "sequence": "1", "filename": "forms8_120705.txt", "secsgml_size_bytes": 20437}]
{"company-data": {"conformed-name": "NORTHWEST BANCORP INC", "cik": "0001042064", "assigned-sic": "6036", "irs-number": "232900888", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130172", "film-number": "051249316"}, "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 December 7, 2005

                       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)

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

                               100 Liberty Street
                           Warren, Pennsylvania 16365
                    (Address of Principal Executive Offices)

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

                 Northwest Bancorp, Inc. 2004 Stock Option Plan
           Northwest Bancorp, Inc. 2004 Recognition and Retention Plan
                            (Full Title of the Plan)

                                   Copies to:
      William J. Wagner
President and Chief Executive Officer            Edward A. Quint, Esquire
    Northwest Bancorp, Inc.                  Luse Gorman Pomerenk & Schick, P.C.
      100 Liberty Street                    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 Securities        Amount to be             Proposed           Proposed Maximum          Amount of
   to be Registered        Registered (1)        Maximum Offering      Aggregate Offering      Registration Fee
                                                   Price Per Share           Price
--------------------------------------------------------------------------------------------------------------------
Common Stock, par         224,546 shares (2)       $ 22.93 (3)          $   5,148,840                $551
 value $.10 per share
--------------------------------------------------------------------------------------------------------------------
 Common Stock, par         501,006 shares (4)       $ 21.98 (5)          $  11,012,112               $1,178
 value $.10 per share
--------------------------------------------------------------------------------------------------------------------
 Common Stock, par         290,220 shares (6)       $ 21.98 (5)          $   6,379,036                $683
 value $.10 per share
--------------------------------------------------------------------------------------------------------------------
        Total            1,015,772 shares                                $  22,539,988               $2,412
====================================================================================================================
-------------
(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.  2004 Stock  Option Plan (the "Stock  Option
     Plan") and  Northwest  Bancorp 2004  Recognition  and  Retention  Plan (the
     "Recognition  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 of Common  Stock  currently  reserved  for
     issuance  under the Stock Option Plan for any stock  options that have been
     granted.
(3)  Determined by the exercise price of options  pursuant to 12 C.F.R.  Section
     230.457(h)(1).
(4)  Represents  the number of shares of Common  Stock  currently  reserved  for
     issuance under the Stock Option Plan for any future stock option grants.
(5)  Determined  by  reference  to the fair market  value of the common stock on
     November 30, 2005 pursuant to 17 C.F.R.  ss.230.457(c).
(6)  Represents  the number of shares of Common Stock (i) awarded but not vested
     and (ii) available for award under the Recognition 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.  ss.
230.462.
5

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 and
the Recognition Plan (the "Plans") 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,  2005  (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  period  ended
September 30, 2005 filed pursuant to Section 13 of the Exchange Act;

     c) The  Company's  Current  Reports  on Form 8-K dated  October  24,  2005,
November 14, 2005,  November 16, 2005 and November 21, 2005, 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., 100
Liberty Street, 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
--------------        --------                      ---------------------------

4               Form of Common Stock                *

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

10.1            Northwest Bancorp, Inc. 2004         **
                Stock Option Plan

10.2            Northwest Bancorp, Inc. 2004         **
                and Retention Plan

23.1            Consent of Luse 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
-------------
* Incorporated by reference to the Company's  Registration Statement on Form S-4
(File No. 333-31687),  originally filed with the Commission on July 21, 1997, as
amended on October 9, 1997 and November 4, 1997.
** Filed  as  exhibits  to the  Registrant's  Proxy  Statement  relating  to the
Registrant's  November 17, 2004 annual meeting of  stockholders,  filed with the
Commission on October 6, 2004, 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 Gorman Pomerenk & Schick, A Professional
                      Corporation as to the legality of the Common Stock
                      registered hereby.

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

23.2                  Consent of KPMG LLP.
SIGNATURES

     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 7th day of December,
2005.

                                                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 and Chief Executive     December 7, 2005
---------------------         Officer and Director
William J. Wagner            (Principal Executive Officer)

\s\ William W. Harvey, Jr.    Senior Vice President Finance     December 7, 2005
--------------------------   (Principal Financial and
William W. Harvey, Jr.        Accounting Officer)

\s\ Robert G. Ferrier         Director                          December 7, 2005
---------------------
Robert G. Ferrier

\s\ Richard E. McDowell       Director                          December 7, 2005
-----------------------
Richard E. McDowell

\s\ Joseph F. Long           Director                           December 7, 2005
------------------
Joseph F. Long

\s\ A. Paul King             Director                           December 7, 2005
----------------
A. Paul King

\s\ Thomas K. Creal, III     Director                           December 7, 2005
------------------------
Thomas K. Creal, III

\s\ Richard L. Carr          Director                           December 7, 2005
-------------------
Richard L. Carr

\s\ John M. Bauer            Director                           December 7, 2005
-----------------
John M. Bauer