SecProbe.io

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February 15, 2005

Mail Stop 0408

By U.S. Mail and facsimile to (814) 726-1980

William J. Wagner
President and CEO
Northwest Bancorp, Inc.
301 Second Avenue
Warren, PA 16365

Re:	Northwest Bancorp, Inc.
      Form 10-K for the year ended June 30, 2004
      Forms 10-Q for fiscal 2005
      File No. 0-23817

Dear Mr. Wagner:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Please address the following comments in your future
filings.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K

General

1. Please supplementally provide us with your analysis of the
significance of the acquisition of First Bell Bancorp under Rule
3-05
of Regulation S-X.

Item 1. Business

Lending Activities

General - page 3

2. Please revise this section to provide an expanded discussion of
you policies for originating loans for sale.  Also, revise your
financial statements to incorporate the requirements of paragraphs
10.10 through 10.15 and paragraphs 10.33 through 10.36 of the
AICPA
Audit Guide for Depository and Lending Institutions as they apply
to
your policies and presentation of these activities.

Item 3. Legal Proceedings

3. Please revise here and in Note 19 to the financial statements
to
disclose managements` assessment of threatened and pending
litigation
on your results of operations, financial position and cash flows.

Item 6. Selected Financial Data

Selected Financial and Other Data

4. Please revise to briefly describe, or cross-reference to a
discussion thereof, your acquisition of Bell Financial in
accordance
with Item 301 of Regulation S-K.  We believe that the
aforementioned
business combination materially affects the comparability of the
information reflected in section titled "Selected Financial and
Other
Data".

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

General

5. Please revise MD&A to provide an executive level overview that
includes a discussion of significant events that effect the
periods
presented, including acquisitions and transactions with the mutual
holding company.  Please refer to Release Nos. 33-8350/34-48960.

6. In a separately-captioned section, please revise to discuss
your
off-balance sheet arrangements that have or are reasonably likely
to
have a current or future effect on your financial condition,
changes
in financial condition, revenues or expenses, results of
operations,
liquidity, capital expenditures or capital resources that are
material to investors in accordance with Item 303 of Regulation S-
K.

Critical Accounting Policies - page 35

7. Please revise to provide a  discussion of your  accounting
policies for items that require significant estimates, such as
goodwill, investment securities valuations, intangible assets and
income taxes, or revise to clarify why managements does not
consider
them critical.

8. Please refer to Section V of Release Nos. 33-8350/34-48960 and
revise this section to address the following for each critical
accounting policy:

* Specifically identify why each policy is considered critical by
management.

* Discuss why you could have selected estimates in the current
period
that would have had a materially different impact on your
financial
presentation.

* Discuss why your accounting estimates bear the risk of change
and
describe the potential impact on your financial statements.

* Discuss how accurate your estimates and assumptions have been in
the past and how much they have changed in the past.

* Include quantitative disclosure of your sensitivity to change
based
on other outcomes that are reasonably likely to occur and that
would
have a material effect on the company.

Results of Operations

Average Balance Sheet - page 40

9. Please revise Note 2 to your tabular disclosures to include the
amount of loan fees as required by Instruction 3 to Item I of
Industry Guide 3 or disclose that the amounts are not material

Item 8. Financial Statements and Supplementary Data

General

10. Please revise the face of the consolidated balance sheets to
reference your commitments and contingencies as disclosed in Note
11
to the financial statements.  Refer to Rule 9-03.17 of Article 9
of
Regulation S-X.

Note 3 - Business Combinations - page 14

11. Please revise to include all disclosures required by
paragraphs
51 and 52 of SFAS No. 141.  Your current disclosures do not appear
to
address all the requirements of those paragraphs.

Note 4 - Marketable Securities - page 15

12. Please revise to disclose the nature of the agreements which
are
collateralized by your marketable securities.

Form 10-Q for the period Ended September 30, 2004

13. Please supplementally advise us of how you considered the
requirements of Article 11 of Regulation S-X in reporting the
merger
with Leeds Federal and the subsequent merger with First Carnegie.
Also, tell us how you determined the number of shares issued in
each
of these transactions and how you accounted for cancellation of
the
mutual holding company loan receivable.  Provide similar
disclosures
in your next periodic report.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments, indicates your
intent to include the requested disclosure in future filings, and
provides any requested supplemental information.  Detailed letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Isa Farhat, Staff Accountant at (202) 824-
5418
or me at (202) 942-1782 if you have questions regarding comments
on
the financial statements and related matters.

Sincerely,

Paul Cline
             Senior Accountant

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William J. Wagner
Northwest Bancorp, Inc.
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