SecProbe.io

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                 [letterhead of Luse Gorman Pomerenk & Schick]

(202) 274-2007                                                nquint@luselaw.com

February 28, 2005

Via Hand Delivery

Mr. Paul Cline
Senior Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

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

Dear Mr. Cline:

         This is in response to your comment letter dated February 15, 2005.

         Set forth  below  are the SEC  staff's  comments  in bold  followed  by
Northwest Bancorp, Inc.'s (the "Company") responses.

Form 10K
--------

General
-------

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

         The  Company  consummated  its merger  with First  Bell  Bancorp,  Inc.
         ("First Bell") on August 31, 2003. The Company is on a June 30th fiscal
         year and First Bell is a  calendar  year  filer.  For  determining  the
         significance of the acquisition and related  disclosures to be included
         in the June 30, 2003 10-K, the Company  compared the  acquisition  cost
         and total  assets of First Bell and income from  continuing  operations
         before taxes of First Bell as of December 31, 2002, to the total assets
         and income from continuing operations before taxes of the Company as of
         June 30,  2003.  At June 30,  2003,  the  Company's  total  assets were
         $5,222,367,000  and income from continuing  operations before taxes was
         $58,278,000.  The acquisition costs of approximately  $115,365,000 were
         2.2% of the Company's assets,  First Bell's assets of $892,885,000 were
         17.1% of the Company's

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Mr. Paul Cline
February 28, 2005
Page 2

         assets and First Bell's income from continuing  operations before taxes
         of $9,524,000 was 16.3% of the income from continuing operations before
         taxes of the  Company.  Since none of the tests  under Rule  3-05(b)(2)
         were met, the acquisition was not considered significant.

         Rule 3-05  requires  the use of the  registrant's  most  recent  annual
         consolidated  financial  statements  filed  at or  prior to the date of
         acquisition as the basis for the computation of the significance tests.
         Since the  Company's  June 30,  2003  Form 10-K was filed  prior to the
         extended  due date of the  Form 8-K (71  calendar  days  following  the
         original due date of the Form 8-K), the Company  believes the SEC staff
         would allow the Company to use the June 30, 2003  financial  statements
         to determine significance.  The extended due date of the Form 8-K would
         have been  November  14, 2003 and the  Company  filed its June 30, 2003
         Form 10-K on September 29, 2003.

Item 1. Business
----------------

Lending Activities
------------------

2.       Please  revise this section to provide an expanded  discussion  of your
         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.

         The staff's  comment is noted and will be  addressed  in the  Company's
         future  periodic  filings.   Specifically,   the  Company's  "Business"
         disclosure will be revised to provide an expanded discussion  regarding
         loans originated for sale, loans held for sale will be disclosed on the
         face of the balance sheet at the lower of cost or market, and the notes
         to the  consolidated  financial  statements  will  include all required
         disclosures  regarding  mortgage  servicing rights if these amounts are
         considered material.

         At June 30,  2004,  loans held for sale were  $2,040,300  and  mortgage
         servicing  rights were  $2,412,750.  These amounts were not  considered
         material and as such, the required disclosures were omitted.

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.

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Mr. Paul Cline
February 28, 2005
Page 3

         The staff's  comment is noted and will be  addressed  in the  Company's
         future periodic filings. Specifically the "Business" disclosure and the
         consolidated financial statements will disclose management's assessment
         of  threatened  and  pending  litigation  on the  Company's  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."

         The staff's  comment is noted and will be  addressed  in the  Company's
         future  filings.  It is the  Company's  intent to note in its "Selected
         Financial and Other Data" disclosure which periods were affected by the
         acquisition of First Bell Bancorp, Inc.

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.

         The staff's  comment is noted and will be  addressed  in the  Company's
         future  periodic  filings.  Specifically,  the Company's  "Management's
         Discussion   and  Analysis  of  Financial   Condition  and  Results  of
         Operations"  will include 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.

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.

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Mr. Paul Cline
February 28, 2005
Page 4

         The staff's  comment is noted and will be  addressed  in the  Company's
         future periodic  filings if these  arrangements  have or are reasonably
         likely to have a current or future effect on its  financial  condition,
         change  in  financial  condition,  revenues  or  expenses,  results  of
         operations,  liquidity,  capital expenditures or capital resources that
         is  material  to  investors.  Specifically  if this has  occurred or is
         reasonably likely to occur, the Company's "Management's  Discussion and
         Analysis of Financial Condition and Results of Operations" will include
         a   separately   captioned   section   disclosing   off-balance   sheet
         arrangements 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 management does not consider them critical.

         The staff's  comment is noted and will be  addressed  in the  Company's
         future  periodic  filings.  Specifically,  the Company  will revise its
         discussion of accounting  policies requiring  significant  estimates to
         include goodwill,  intangible  assets,  deferred income taxes and other
         critical accounting policies as appropriate.

         Currently, fair values of all investment securities are based on quoted
         market  prices.  Should  this change in the  future,  the Company  will
         disclose  the   estimates   used  to  determine   the  fair  values  as
         appropriate.

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:

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

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

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

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

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Mr. Paul Cline
February 28, 2005
Page 4

         o        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.

         The staff's  comment is noted and will be  addressed  in the  Company's
         future  filings.  Specifically,  the Company  will revise its  critical
         accounting policies to address information  referred to in Section V of
         Release Nos. 33-8350/34-48960 as appropriate.

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 1 of Industry Guide 3
         or disclose that the amounts are not material.

         The staff's  comment is noted and will be  addressed  in the  Company's
         future periodic filings. Specifically,  note 2 to the Company's tabular
         disclosures  will be  revised  to  include  the  amount of loan fees as
         required  by  Instruction  3 to  Item 1 of  Industry  Guide  3 or  will
         disclose that the amounts are not material. The staff is supplementally
         advised  that such fees were not  material at June 30,  2004,  totaling
         $1,000,500.

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.

         The staff's  comment is noted and will be  addressed  in the  Company's
         future  periodic  filings.  Specifically,  the  Company's  consolidated
         balance  sheets will be revised to include a line item for  commitments
         and   contingencies   appropriately   referencing   the  notes  to  the
         consolidated financial statements.

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.

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Mr. Paul Cline
February 28, 2005
Page 6

         The staff's  comment is noted and will be  addressed  in the  Company's
         future periodic filings. Specifically, for all future material business
         combinations,   the  Company's  notes  to  the  consolidated  financial
         statements  will be revised  to include  all  disclosures  required  by
         paragraphs 51 and 52 of SFAS No. 141.

Note 4. Marketable Securities - page 15
---------------------------------------

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

         The staff's  comment is noted and will be  addressed  in the  Company's
         future  periodic  filings.  Specifically,  the  Company's  notes to the
         consolidated financial statements will be revised to include the nature
         of  the  agreements   which  are   collateralized   by  its  marketable
         securities.

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

13.      Please  supplementally  advise us how you considered the requirement 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.

         The Company  reviewed the criteria of Article 11 of  Regulation  S-X in
         reporting the merger with Leeds Federal and the subsequent  merger with
         First Carnegie Deposit.  Utilizing the Company's financial  information
         as of June 30, 2004, First Carnegie Deposit's financial  information as
         of  March  31,  2004  and  Leeds  Federal   Savings  Bank's   financial
         information  as of  June  30,  2004,  the  fiscal  year  end  for  each
         respective  entity,  the combined  acquisition  costs of First Carnegie
         Deposit and Leeds Federal Savings Bank of approximately $63,939,000 was
         1.1% of the  $5,778,623,000  assets of the  Company,  and the  combined
         total assets of First Carnegie  Deposit and Leeds Federal  Savings Bank
         of  $621,661,000  was  10.8% of those of the  Company.  Similarly,  the
         combined income before income taxes of First Carnegie Deposit and Leeds
         Federal  Savings Bank of $4,026,000 was 5.7% of the  $70,631,000 of the
         Company at the relevant dates. Therefore, since none of the tests under
         Rule 11-01(b)(2) was met, the acquisitions combined were not considered
         significant.

         The number of shares of Company  common  stock  issued  pursuant to the
         Leeds Federal Savings Bank and First Carnegie  Deposit mergers each was
         based on independent valuations performed by a third party specializing
         in such valuations. Such valuations

<PAGE>
Mr. Paul Cline
February 28, 2005
Page 7

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