SECURITIES AND EXCHANGE COMMISSION

                             450 Fifth Street, N.W.

                             Washington, D.C. 20549

                                   FORM 10-K/A

                                (Amendment No. 2)

[X]  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 For the Fiscal Year Ended June 30, 2000 OR

[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934

     For the transition period from _______________ to  ______________________

                           Commission File No. 0-23817

                             NORTHWEST BANCORP, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                   23-2900888
 --------------------------------                 --------------------
  (State or other jurisdiction of                 (I.R.S. Employer
   incorporation or organization)                  Identification Number)

Liberty and Second Streets, Warren, Pennsylvania           16365
------------------------------------------------         ----------
   (Address of Principal Executive Offices)               Zip Code

                                 (814) 726-2140
                         ------------------------------
                         (Registrant's telephone number)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par
                                                            value $.10 per share
                                                            --------------------
                                                            (Title of Class)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
Registrant  was required to file such  reports) and (2) has been subject to such
requirements for the past 90 days. YES X . NO .

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ].

     As of June 30, 2000, there were issued and outstanding 12,136,594 shares of
the Registrant's Common Stock, not including 35,224,175 shares held by Northwest
Bancorp, M.H.C., the Registrant's mutual holding company.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  Registrant,  which  amount  includes  voting  stock  held by  officers  and
directors,  computed by reference  to the last sale price on June 30,  2000,  as
reported by the Nasdaq National Market, was approximately $83.4 million.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

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                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

     The table below sets forth certain information regarding the composition of
the  Company's  Board of Directors as of June 30, 2000,  including  the terms of
office  of Board  members,  and the  Company's  executive  officers  who are not
directors.   Except  as  indicated   herein,   there  are  no   arrangements  or
understandings  between the nominees and any other person pursuant to which such
nominees were selected.
<TABLE>
<CAPTION>

                                                                                         Shares of
                                     Positions                                        Common Stock
                                    Held in the          Director      Current Term    Beneficially     Percent
   Name (1)            Age             Bank              Since (2)      to Expire       Owned (3)      Of Class
   --------            ---         ------------          ---------      ---------       ---------      --------
Directors

<S>                     <C>             <C>                  <C>           <C>             <C>             <C>
John O. Hanna           68     Chairman of the Board,       1970           2000         478,831(4)          *
                             President, Chief Executive
                                Officer and Director

Richard L. Carr         59            Director              1982           2000          47,656(5)          *
John M. Bauer           58            Director              1999           2000          10,700(6)          *
Robert G. Ferrier       60            Director              1980           2001          32,254(7)          *
Richard E. McDowell     56            Director              1972           2001          82,800(8)          *
Joseph T. Stadler       68            Director              1970           2001          36,700(9)          *
Walter J. Yahn          72            Director              1972           2001         57,043(10)          *
William J. Wagner       46    Executive Vice President,     1994           2002         159,911(11)         *
                                     Treasurer,
                               Chief Financial Officer

                                     and Director

Thomas K. Creal, III    61            Director              1982           2002         21,200(12)          *
John J. Doyle           72            Director              1970           2002         23,975(13)          *

Executive Officers who are not Directors

Timothy A. Huber        43     Senior Vice President-        N/A            N/A         72,244(14)          *
                                  Business Banking
Gregory C. LaRocca      49     Senior Vice President-        N/A            N/A         83,914(15)          *
                                 Administration and
                                 Corporate Secretary
Robert A. Ordiway       52     Senior Vice President-        N/A            N/A         83,121(16)          *
                                  Community Banking
Raymond R. Parry        63     Senior Vice President-        N/A            N/A         99,326(17)
                                  Consumer Lending
James E. Vecellio       51     Senior Vice President-        N/A            N/A         78,561(18)          *
                                     Operations
</TABLE>
------------------------------------
*    Less than 1%.
(1)  The mailing  address for each person listed is 301 Second  Avenue,  Warren,
     Pennsylvania 16365-2353.
(2)  Reflects  initial  appointment  to the Board of  Directors  of the Bank for
     directors  elected  prior to 1998.  Each  director of the Company is also a
     trustee of the Mutual  Holding  Company,  which  owns the  majority  of the
     issued and outstanding shares of Common Stock.
(3)  In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
     be the beneficial owner for purposes of this table, of any shares of Common
     Stock if he has shared voting or investment power with respect to such

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<PAGE>



     security, or has a right to acquire beneficial ownership at any time within
     60 days from the date as of which beneficial ownership is being determined.
     As used herein, "voting power" is the power to vote or direct the voting of
     shares  and  "investment  power" is the  power to  dispose  or  direct  the
     disposition of shares,  and includes all shares held directly as well as by
     spouses and minor  children,  in trust and other indirect  ownership,  over
     which  shares the named  individuals  effectively  exercise  sole or shared
     voting or investment power.
(4)  Includes  options to  purchase  273,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(5)  Includes  options  to  purchase  22,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being  determined.
(6)  Includes  options  to  purchase  400  shares  of  Common  Stock  which  are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(7)  Includes  options  to  purchase  22,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(8)  Includes  options  to  purchase  13,200  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(9)  Includes  options  to  purchase  22,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined and 9,600 restricted shares which had not vested as of the
     date beneficial ownership is being determined.
(10) Includes  options  to  purchase  12,000  shares of common  stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(11) Includes  options  to  purchase  80,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(12) Includes  options  to  purchase  8,800  shares  of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(13) Includes  options  to  purchase  15,600  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(14) Includes  options  to  purchase  28,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(15) Includes  options  to  purchase  28,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(16) Includes  options  to  purchase  28,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(17) Includes  options  to  purchase  38,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.
(18) Includes  options  to  purchase  44,000  shares of Common  Stock  which are
     exercisable within 60 days of the date as of which beneficial  ownership is
     being determined.

     The principal occupation during the past five years of each director of the
Company is set forth below. All directors have held their present  positions for
five years unless otherwise stated.

     John O. Hanna has been  employed by the Company  since 1960,  and was Chief
Executive  Officer  of the Bank from 1972  until  August,  1998.  Mr.  Hanna was
elected Chairman of the Board on August 1, 1998 and remains  President and Chief
Executive  Officer of the  Company.  Mr.  Hanna is also a director  of the Blair
Corporation,  a mail order company,  and serves as Chairman of the  Distribution
Committee of the Warren Foundation. Mr. Hanna is also President, Chief Executive
Officer, and a Director of Jamestown Savings Bank, a New York-chartered  savings
bank and a wholly-owned subsidiary of the Company.

     William J. Wagner was named  President and Chief  Executive  Officer of the
Bank on August 1, 1998 and remains  Executive Vice President,  Treasurer and CFO
of the Company.  Mr. Wagner was the Chief  Financial  Officer for the Bank since
1984 and was named Chief  Operating  Officer in 1996.  Mr.  Wagner was appointed
Executive Vice

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<PAGE>



President in 1992 and was elected to the Board of Directors in 1994.  Mr. Wagner
is a certified public accountant.  Mr. Wagner is also  Secretary/Treasurer and a
Director of Jamestown Savings Bank.

     John M. Bauer is co-founder, partner and President of Contact Technologies,
Inc. an electrical  component  manufacturer in St. Marys,  Pennsylvania.  He has
served in that capacity since 1989.

     Thomas K. Creal, III has been a partner in the architectural firm of Creal,
Hyde & Larson, in Warren, Pennsylvania since 1969.

     John J.  Doyle has been  President  of Perry  Construction  Company,  Erie,
Pennsylvania, since 1989.

     Richard L. Carr  served as  Superintendent  of the  Titusville  Area School
District, Titusville, Pennsylvania from 1986 until his retirement in 1996. Since
his  retirement,  he has served as a  consultant  to the  University  of Findlay
located in Findlay,  Ohio.  Mr. Carr also serves as Chairman of the Board of the
Titusville Area Medical Center.

     Robert G. Ferrier has been President of Ferrier  Hardware,  Inc. since 1957
and President of Drexel Realty, Erie, Pennsylvania since 1972.

     Richard E. McDowell has served as President of the University of Pittsburgh
at Bradford, Bradford,  Pennsylvania since 1970. Dr. McDowell is also a director
of Bradford Educational Foundation,  the Blaisdell Foundation,  and the Bradford
Regional Medical Center.

     Joseph T. Stadler retired in January 1995. Prior to that time, he served as
Vice   President-Manufacturing   of  Superior   Bronze   Corporation   in  Erie,
Pennsylvania.

     Walter J. Yahn is  Chairman  of the  Board,  founder,  and Chief  Executive
Officer of the Erie Advanced Manufacturing Company, Erie,  Pennsylvania.  He has
served in this capacity since 1971.

Executive Officers who are not Directors

     Timothy A.  Huber has been  employed  by the Bank since 1985 and  currently
serves as Senior Vice President of Business Banking.

     Gregory  C.  LaRocca  was  employed  by the Bank  beginning  in  1992,  and
currently  serves as Senior  Vice  President  of  Administration  and  Corporate
Secretary  for the Bank  and the  Company.  He was  previously  Chief  Executive
Officer of  American  Federal  Savings,  which  merged with the Bank in March of
1992.

     Robert A. Ordiway has been  employed by the Bank since 1975,  most recently
as Senior Vice President of Community Banking. Mr. Ordiway is also a Director of
Jamestown Savings Bank.

     Raymond R. Parry has been employed by the Bank since 1981, most recently as
Senior Vice President of Consumer Lending and is President of Northwest Consumer
Discount Company, a wholly owned subsidiary of the Bank.

     James E. Vecellio was employed by the Bank beginning in 1977, and currently
serves as Senior Vice President of  Information  Technology for the Bank and the
Company.

Ownership Reports by Officers and Directors

     The Common Stock is  registered  pursuant to Section  12(g) of the Exchange
Act. The officers and directors of the Company and beneficial  owners of greater
than 10% of the Common Stock ("10% beneficial owners") are

                                        4


<PAGE>



required to file reports on Forms 3, 4 and 5 with the SEC disclosing  beneficial
ownership  and changes in beneficial  ownership of the Common  Stock.  SEC rules
require  disclosure in the Company's  Proxy  Statement and Annual Report on Form
10-K of the  failure of an  officer,  director  or 10%  beneficial  owner of the
Common Stock to file a Form 3, 4 or 5 on a timely basis.  Based on the Company's
review of such ownership  reports,  the Company  believes that Director  Ferrier
filed two late reports,  and that ten transactions were not reported on a timely
basis.  Based  on the  Company's  review  of such  ownership  reports,  no other
officer,  director or 10%  beneficial  owner of the Company  failed to file such
ownership reports on a timely basis for the fiscal year ended June 30, 2000.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

     The  following  table sets forth for the fiscal  years ended June 30, 2000,
1999, and 1998,  certain  information as to the total  remuneration  paid by the
Company to the Chairman,  President and Chief Executive  Officer,  and Executive
Vice President and Chief  Financial  Officer of the Company,  and for the fiscal
year ended June 30, 2000 certain  information as to the total  remuneration paid
by the Company to the four most  highly  compensated  executive  officers of the
Company or the Bank other than the Chief  Executive  Officer  and the  Executive
Vice President ("Named Executive Officers").

<TABLE>
<CAPTION>

                                            Annual Compensation                        Long-Term Compensation
                                  ----------------------------------------------     ------------------------
                                                                                       Awards                 Payouts
                                                                     Other           ----------               -------       All
       Name and           Year                                       Annual          Restricted    Options/                Other
  principal position     Ended        Salary                      Compensation         Stock       SARS (#)     LTIP   Compensation
                          6/30       (1) ($)       Bonus ($)          (2)            Awards (#)                Payouts   (3) ($)
---------------------- ---------- -------------- -------------  ----------------     ----------    --------   -------- ------------
<S>                       <C>         <C>            <C>             <C>                <C>          <C>         <C>         <C>
John O. Hanna             2000        400,000        92,000           --                 --           --         --        33,790
President and Chief       1999        400,000       100,000           --                 --           --         --        39,754
Executive Officer         1998        399,992        99,999           --                 --           --         --        38,936

William J. Wagner         2000        249,615        52,356           --                 --           --         --        15,380
Executive Vice            1999        224,539        56,227           --                 --           --         --        20,906
President, Chief          1998        186,096        42,230           --                 --           --         --        19,781
Operating Officer and
Chief Financial Officer
Gregory C. LaRocca        2000        104,877        20,544           --                 --           --         --         7,963
Senior Vice President     1999         96,959        21,560           --                 --           --         --        10,814
and Corporate Secretary   1998         93,458        18,635           --                 --           --         --         9,869


Robert A. Ordiway         2000        108,346        21,972           --                 --           --         --         8,269
Senior Vice President-    1999        102,908        23,045           --                 --           --         --        11,121
Community Banking         1998         94,946        18,672           --                 --           --         --        10,179


Raymond R. Parry          2000        104,877        20,544           --                 --           --         --         7,963
Senior Vice President-    1999         96,959        21,560           --                 --           --         --        10,814
Consumer Lending          1998         93,458        18,635           --                 --           --         --         9,869


James E. Vecellio         2000        105,938        21,497           --                 --           --         --         8,105
Senior Vice President-    1999        101,954        22,549           --                 --           --         --        11,354
Operations                1998         97,958        19,650           --                 --           --         --        10,670

</TABLE>

(1)  Includes amounts deferred at the election of named officers pursuant to the
     Northwest Retirement Savings Plan (the "401(k) Plan").

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<PAGE>



(2)  For the fiscal  years  ended June 30,  2000,  1999 and 1998,  there were no
     perquisites  exceeding  the lesser of  $50,000  or 10% of the  individual's
     total salary and bonus for the year.

(3)  Includes shares awarded pursuant to the Company's  employee stock ownership
     plan, amounts paid for life insurance  premiums,  and Bank contributions to
     the 401(k) Plan.

Directors' Compensation

     As of July 1, 2000,  nonemployee  directors of the Company and the Bank are
paid a total  retainer  of $12,000  per year plus $500 per board  meeting of the
Bank and the Company  attended or $400 if  participating  via  conference  call.
Nonemployee  members  of the  Executive,  Audit,  Risk  Management,  Long  Range
Planning,  Personnel and Pension, and Community Reinvestment Committees are paid
a total of $500 for  attendance  at committee  meetings for both the Company and
the Bank,  or a total of $400 if such  committee  meetings  are held on a day of
regularly  scheduled  Board  meetings or if the meetings are held via conference
call.

     The Company sponsors a non-tax  qualified  deferred  compensation  plan for
directors (the "Deferred Compensation Plan") that enables a director to elect to
defer all or a portion of his directors' fees. The amounts deferred are credited
with  interest  at the rate  paid on the  Company's  five  year  certificate  of
deposit.  Deferred amounts are payable upon retirement of a director on or after
attaining  age  59-1/2 but no later than age 72, in the form of a lump sum or in
five or ten equal  installments.  Payments to a director,  or to his  designated
beneficiary,  may also be made  from the  Deferred  Compensation  Plan  upon the
director's death, total and permanent disability, or termination of service from
the Board.  Participants in the Deferred  Compensation  Plan would not recognize
taxable income with respect to the Deferred Compensation Plan benefits until the
assets are actually distributed.

     The  Company  maintains  a  retirement  plan  for  outside  directors  (the
"Directors  Plan").  Directors  who have served the Board for five years or more
and are not Bank employees are eligible to receive  benefits under the Directors
Plan.  Upon a  director's  retirement  from the Board on or after  five years of
service  and the  attainment  of age 60, the  director  is entitled to receive a
retirement   benefit  equal  to  sixty  percent  of  the  annual  retainer  paid
immediately  prior to  retirement  plus sixty  percent of the board meeting fees
paid for the  director's  attendance at board  meetings at the annual rate which
was in effect  immediately prior to his retirement.  If a director retires after
five  years or more of service  but before  attaining  age 60, the  director  is
entitled to one-half of the  benefits  otherwise  available  to him.  Retirement
benefits  commence  on the  first  day of the  calendar  quarter  following  the
director's attainment of age 65, or if retirement occurs later, on the first day
of the calendar quarter following retirement.  Such retirement benefits are paid
for a period  equal to the lesser of the number of a director's  completed  full
years of service, his life, or ten years. No survivor benefits are payable under
the Directors  Plan.  During the fiscal year ended June 30, 2000, the expense to
the Bank of the Directors Plan was $69,912.

     1995 Stock  Option Plan.  During the fiscal year ended June 30,  1996,  the
Bank adopted,  and the Company has succeeded to, the Northwest  Savings Bank and
Northwest  Bancorp,  MHC 1995 Stock Option Plan (the "1995 Stock Option  Plan").
The 1995 Stock Option Plan was approved by a majority of stockholders other than
the Mutual Holding Company  present at the 1995 Annual  Meeting.  The 1995 Stock
Option Plan is a self-administering  plan that granted to nonemployee  Directors
Ferrier,  McDowell,  Stadler, Yahn, Creal, Doyle, Carr and four former directors
nonstatutory  options for each such director to purchase 22,000 (split adjusted)
shares of Common Stock. Such shares vest in five equal annual  installments over
a five year period  beginning on December  20, 1995.  The 1995 Stock Option Plan
further provides that each new non-employee director shall be granted options to
purchase 500 shares of Common Stock to the extent options  remain  available in,
or are returned to, the 1995 Stock Option Plan. The exercise price per share for
each option is equal to 95% of the fair market  value of the Common Stock on the
date the option was granted,  or in the case of all options  awarded  during the
fiscal year ended June 30,  1996,  $5.58 per share (as  adjusted for the May 22,
1996 stock split,  and the November 14, 1997 stock split).  All options  granted
under the 1995 Stock Option Plan expire upon the earlier of ten years  following
the date of grant or one year  following  the date the  optionee  ceases to be a
director.  However,  in the event of termination of service or employment due to
death,  disability,  normal  retirement  or a change of control of the  Company,
nonstatutory stock options may be exercised for up to five years.

                                        6


<PAGE>



     1995 Directors Recognition and Retention Plan. During the fiscal year ended
June 30, 1996, the Bank adopted, and the Company has succeeded to, the Northwest
Savings Bank and Northwest  Bancorp,  MHC  Recognition  and  Retention  Plan for
Employees  and  Outside  Directors  (the  "1995  Recognition  Plan").  The  1995
Recognition  Plan was  approved  by a majority  of  stockholders  other than the
Mutual Holding  Company  present at the 1995 Annual  Meeting.  During the fiscal
year ended June 30,  1996,  the Bank  contributed  sufficient  funds to the 1995
Recognition  Plan to enable it to purchase  552,000  shares of Common Stock from
the Bank,  a total of 132,000 (as  adjusted for the May 22, 1996 stock split and
the November 14, 1997 stock split)  shares of which were awarded to  nonemployee
Directors Ferrier,  McDowell,  Stadler, Yahn, Creal, Doyle, Carr and four former
directors.  Such awards of Common Stock  ("Restricted  Stock") are restricted by
the terms of the 1995  Recognition  Plan.  Participants  earn (become vested in)
shares of Restricted Stock covered by an award,  and all  restrictions  lapse in
five equal  annual  installments,  commencing  on either  December  20,  1995 or
January 5, 1996.  Awards  become fully vested upon a  participant's  disability,
death,  retirement  or following  termination  of service in  connection  with a
change in  control  of the  Company.  Unvested  shares of  Restricted  Stock are
forfeited by a director who is not an employee upon failure to seek  reelection,
failure  to be  reelected,  or  resignation  from the Board.  Prior to  vesting,
recipients of awards under the 1995 Recognition  Plan receive  dividends and may
vote the shares of Restricted  Stock  allocated to them. The Committee will vote
shares as to which no instructions  are received and any  unallocated  shares in
the same proportion as allocated shares for which instructions are given.

Employment Agreements

     As of November 1993, the Bank renewed a five-year employment agreement,  to
which the  Company  has  succeeded,  with  John O.  Hanna,  President  and Chief
Executive Officer of Northwest Bancorp,  Inc., which was originally entered into
in November  1985. The contract,  which would have  terminated in November 1998,
has been modified to expire on June 30, 2001. The previous employment  agreement
provided for a five-year term and continued through November 1998. The agreement
provides  that the base  salary of Mr.  Hanna  shall be at the top  quartile  of
compensation of executives in the Company's peer group. However, Mr. Hanna chose
to cap his salary at $400,000. Under the employment agreement, Mr. Hanna is also
entitled to certain perquisites and other personal benefits. In the event of his
death,  the  employment  agreement  requires  the Company to continue to pay Mr.
Hanna's salary to his  beneficiaries for one year, and continue medical benefits
for  his  spouse  for  her  lifetime.  The  employment  agreement  provides  for
termination  by the  Company for just cause at any time,  and in such event,  no
compensation or other benefits would be due under the agreement. The Company may
terminate  his  employment  for  reasons  other  than just  cause upon 12 months
written notice to the executive.  In such event,  Mr. Hanna would be entitled to
100% of his annual  compensation for the two-year period following  termination,
computed in accordance with the formula used to increase the executive's  salary
for  each  year  during   employment  (as  determined  in  accordance  with  the
Compensation Survey). In the event of a reorganization, merger or consolidation,
as defined in the employment  agreement,  the executive is entitled to terminate
his employment  upon 12 months  written  notice to the Company,  and receive the
above salary termination benefits.  Payments under the employment agreement will
not  constitute an excess  parachute  payment under Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"). The employment agreement provides
for a  reduction  or  complete  elimination  of  benefits  should the  executive
commence  employment  for another  employer  during the  two-year  period  after
termination of employment with the Bank.

     As of July, 1998, the Company and Mr. William J. Wagner,  have entered into
a three-year  employment agreement under which Mr. Wagner has agreed to serve as
President and Chief  Executive  Officer of the Bank and Director of the Company.
On each  anniversary date the contract will renew for an additional year, and if
it is not renewed it will expire 24 months following the anniversary date. Under
the agreement, Mr. Wagner's current base salary of $250,000 may be increased but
not decreased.  In the event the Bank terminates the executive's  employment for
reasons  other than for cause,  or in the event the  executive  resigns from the
Bank  following a change of control of the Bank or the Company or under  certain
other  circumstances,  the executive or his  beneficiaries  would be entitled to
severance pay of three times the sum of the highest rate of base salary plus the
highest  rate of cash bonus paid to him during the prior three  years.  The Bank
would also  continue the  executive's  life,  health and dental  coverage for 36
months from the date of termination. Payments to the executive would be reduced,
if necessary,  so as not to be an "excess parachute  payment" as defined by Code
Section 280G (relating to payments made in connection with a change in control).
The  executive's  employment  may be terminated  in  accordance  with the Bank's
retirement policy

                                        7


<PAGE>



or in accordance  with any retirement  arrangement  established by the Bank with
Mr. Wagner's consent.  Upon Mr. Wagner's retirement,  he will be entitled to all
benefits  available to him under any retirement or other benefit plan maintained
by the Bank.  In the  event of the  executive's  disability  for a period of six
months,  the Bank may  terminate  the  agreement  provided that the Bank will be
obligated to pay the  executive  his base salary for the longer of the remaining
term of the agreement or one year, reduced by any benefits paid to the executive
pursuant to any disability insurance policy or similar arrangement maintained by
the Bank.  In the  event of the  executive's  death,  the Bank will pay his base
salary to his named  beneficiaries  for one year  following his death,  and will
continue life,  medical and dental  benefits to his family for three years.  The
employment agreement contains a non-compete provision which restricts Mr. Wagner
from competing with the Bank under certain circumstances following a termination
of employment.

Defined Benefit Plan

     The Bank  maintains a  noncontributory  defined  benefit plan  ("Retirement
Plan").  All  employees age 21 or older who have worked at the Bank for a period
of one year and have been credited  with 1,000 or more hours of employment  with
the Bank during the year are eligible to accrue  benefits  under the  Retirement
Plan. The Bank annually  contributes an amount to the Retirement  Plan necessary
to satisfy the actuarially determined minimum funding requirements in accordance
with the Employee  Retirement Income Security Act of 1974, as amended ("ERISA").
At June 30, 2000, the Retirement Plan fully met its funding  requirements  under
Section 412 of the Code.

     At the normal  retirement age of 65, the plan is designed to provide a life
annuity  with a minimum  payment  period of ten years.  The  retirement  benefit
provided is an amount equal to 1.6% of a  participant's  average  monthly salary
based on the  average  of the five  consecutive  years of the last ten  calendar
years  providing the highest  monthly  average  multiplied by the  participant's
years of  service to the  normal  retirement  date (up to a maximum of 25 years)
plus: (i) 0.6% of such average monthly  compensation in excess of one-twelfth of
covered  compensation (as defined in the plan)  multiplied by the  participant's
total  number  of years of  service  up to a maximum  of 25 years,  and (ii) for
participants  who  retire on or after June 1,  1995,  .6% of such  participant's
average monthly compensation  multiplied by the participant's number of years of
service between 25 years and 35 years. Retirement benefits are also payable upon
retirement  due to early and late  retirement,  disability  or death.  A reduced
benefit is payable upon early  retirement at or after age 55 and the  completion
of fifteen  years of service  with the Company (or after 25 years of service and
no minimum age). Upon termination of employment other than as specified above, a
participant  who was  employed  by the  Company  for a minimum  of five years is
eligible to receive his or her accrued benefit  commencing,  generally,  on such
participant's  normal  retirement  date.  Benefits under the Retirement Plan are
payable in various annuity forms. For the plan year ended December 31, 1999, the
Company made a contribution to the Retirement Plan of $1,400,000.

     The following table indicates the annual  retirement  benefit that would be
payable  under the  Retirement  Plan upon  retirement at age 65 in calendar year
2000,  expressed in the form of a single life  annuity with 10 years  guaranteed
for the final  average  salary and  benefit  service  classifications  specified
below.
<TABLE>
<CAPTION>
                      Years of Service and Annual Benefit Payable at Retirement
      Average      -------------------------------------------------------------
   Compensation       15         20        25        30         35         40
   ------------    --------   --------  --------  --------   ---------  --------

        <S>           <C>        <C>      <C>        <C>        <C>        <C>
      25,000       $   6,000  $  8,000  $ 10,000  $ 10,750   $ 11,500   $ 11,500
      50,000       $  12,000  $ 16,000  $ 20,000  $ 21,500   $ 23,000   $ 23,000
      75,000       $  19,021  $ 25,361  $ 31,701  $ 33,951   $ 36,201   $ 36,201
     100,000       $  27,271  $ 36,361  $ 45,451  $ 48,451   $ 51,451   $ 51,451
     125,000       $  35,521  $ 47,361  $ 59,201  $ 62,951   $ 66,701   $ 66,701
     150,000 plus  $  43,771  $ 58,361  $ 72,951  $ 77,451   $ 81,951   $ 81,951
</TABLE>

     As of the plan year ended December 31, 1999, Messrs.  Hanna, Wagner, Huber,
LaRocca,  Ordiway, Parry and Vecellio had 40, 16, 16, 14, 25, 18 and 23 years of
credited service (i.e., benefit service), respectively.

                                        8


<PAGE>



     The accrued annual pension  benefit as of June 30, 2000 for Messrs.  Hanna,
Wagner,  Huber,  LaRocca,  Ordiway,  Parry and Vecellio are  $109,980,  $50,603,
$18,722,  $19,621,  $39,178,  $33,027 and  $41,070,  respectively.  Mr.  Hanna's
benefit is greater  than  indicated  in the table  above  because  his  pre-1994
average monthly  compensation is  grandfathered  and not limited by the $150,000
cap on compensation which became effective beginning January 1, 1994.

Supplemental Executive Retirement Plan

     The Bank has adopted a non-qualified supplemental executive retirement plan
("SERP")  for  certain  executives  of the Bank to  compensate  those  executive
participants in the Bank's Retirement Plan whose benefits are limited by Section
415 of the Code  (which  caps  annual  benefits  at $130,000 in 1999) or Section
401(a)(17) of the Code (which caps compensation at $150,000 as indexed beginning
in 1994). The SERP provides the designated  executives with retirement  benefits
generally  equal to the  difference  between the benefit that would be available
under the  Retirement  Plan but for the  limitations  imposed  by Code  Sections
401(a)(17)  and 415 and  that  which  is  actually  funded  as a  result  of the
limitations.

     Pre-retirement survivor benefits are provided for designated  beneficiaries
of  participants  who do not survive until  retirement in an amount equal to the
lump sum actuarial  equivalent of the  participant's  accrued  benefit under the
SERP. Pre-retirement benefits are payable in 120 equal monthly installments. The
SERP is considered an unfunded plan for tax and ERISA purposes.  All obligations
arising under the SERP are payable from the general assets of the Bank.

     The  benefits  paid  under the SERP  supplement  the  benefits  paid by the
Retirement  Plan. The following  table indicates the expected  aggregate  annual
retirement   benefit   payable  from  the  Retirement  Plan  and  SERP  to  SERP
participants,  expressed  in the form of a single  life  annuity  with a 10-year
guaranteed   payment  for  the  final   average   salary  and  benefit   service
classifications specified below:
<TABLE>
<CAPTION>

                    Years of Service and Benefit Payable at Retirement
  Average       -----------------------------------------------------------
Compensation       15        20       25        30         35         40
------------    -------   --------  --------  --------  ---------  ---------
     <S>          <C>       <C>      <C>       <C>        <C>         <C>
  $100,000      $ 27,271  $ 36,361  $ 45,451  $ 48,451  $ 51,451   $ 51,451
  $125,000      $ 35,521  $ 47,361  $ 59,201  $ 62,951  $ 66,701   $ 66,701
  $150,000      $ 43,771  $ 58,361  $ 72,951  $ 77,451  $ 81,951   $ 81,951
  $175,000      $ 52,021  $ 69,361  $ 86,701  $ 91,451  $ 97,201   $ 97,201
  $200,000      $ 60,271  $ 80,361  $100,451  $106,451  $112,451   $112,451
  $250,000      $ 76,771  $102,361  $127,951  $135,451  $142,951   $142,951
  $300,000      $ 93,271  $124,361  $155,451  $164,451  $173,451   $173,451
  $350,000      $109,771  $146,361  $182,951  $193,451  $203,951   $203,951
  $400,000      $126,271  $168,361  $210,451  $222,451  $234,451   $234,951
</TABLE>

     At June 30, 2000, John O. Hanna had 40 years of credited  service under the
SERP.  Mr.  Wagner had three years as a  participant  in the SERP because  their
income exceeded the amounts permitted under Sections 401(a)(17) of the Code. The
Bank's pension cost attributable to the SERP was approximately  $287,121 for the
fiscal year ended June 30, 2000.

1995 Stock Option Plan

     During the  fiscal  year ended June 30,  1996,  the Bank  adopted,  and the
Company has succeeded to, the Northwest Savings Bank and Northwest Bancorp,  MHC
1995 Stock  Option Plan (the "1995 Stock  Option  Plan").  The 1995 Stock Option
Plan was  approved at the 1995 Annual  Meeting by the  majority of  stockholders
other than the Mutual Holding Company  present at such meeting.  No options were
granted to the Named Executive  Officers under the 1995 Stock Option Plan during
the fiscal  year ended June 30,  2000.  Set forth  below is certain  information
concerning exercised and unexercisable options during the fiscal year ended June
30, 2000, by the Named Executive Officers.

                                        9


<PAGE>


<TABLE>
<CAPTION>

                                                    Number of Unexercised      Value of Unexercised In-
                                                        Options at               The-Money Options at
                    Shares Acquired     Value      Fiscal Year-End (1)            Fiscal Year-End (2)
Name                 Upon Exercise     Realized   Exercisable/Unexercisable   Exercisable/Unexercisable
                    -----------------------------------------------------------------------------------
<S>                       <C>            <C>                 <C>                        <C>
John O. Hanna             --              --              273,000 /--                $273,000 /--
William J. Wagner         --              --               80,000 /--                  80,000 /--
Timothy A. Huber          --              --               28,000 /--                  28,000 /--
Gregory C. LaRocca        --              --               28,000 /--                  28,000 /--
Raymond R. Parry          --              --               38,000 /--                  38,000 /--
Robert A. Ordiway         --              --               28,000 /--                  28,000 /--
James E. Vecellio         --              --               44,000 /--                  44,000 /--
</TABLE>

-----------------------------
(1)  Adjusted  for the May 22,  1996,  two-for-one  stock split and the November
     14,1997  two-for-one  stock split.  (2) Equals the  difference  between the
     aggregate  exercise  price of such  options and the  aggregate  fair market
     value of the shares of Common Stock that would be received  upon  exercise,
     assuming  such  exercise  occurred on June 30, 2000, at which date the last
     sale of the  Common  Stock as quoted on the Nasdaq  National  Market was at
     $6.875 per share.

Compensation Committee Interlocks and Insider Participation

     The Company's Personnel and Pension Committee determines the salaries to be
paid each  year to the  officers  of the  Company.  The  Personnel  and  Pension
Committee  consists of Directors Carr, who serves as Chairman,  Hanna, Creal and
Stadler. Mr. Hanna is also President and Chief Executive Officer of the Company.
The Company  leases  approximately  13,000  square feet of office space from Mr.
Hanna at an annual  rent of  $47,600.  The  leasing  value of the  property  was
appraised  by two  outside  appraisers  at the time the  Company  and Mr.  Hanna
entered into the lease.  The Federal Home Loan Bank Board (the Bank's  principal
federal  regulator  at such  time)  reviewed  the  terms of the lease and had no
objection to the lease arrangement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Persons and groups who beneficially own in excess of 5% of the Common Stock
are required to file certain reports with the Securities and Exchange Commission
(the "SEC") regarding such ownership pursuant to the Securities  Exchange Act of
1934 (the "Exchange  Act"). The following table sets forth, as of June 30, 2000,
the  shares  of  Common  Stock  beneficially  owned by  executive  officers  and
directors  as a group and by each  person who was the  beneficial  owner of more
than 5% of the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
                                   Amount of Shares
                                   Owned and Nature          Percent of Shares
     Name and Address of             of Beneficial            of Common Stock
      Beneficial Owners              Ownership (1)              Outstanding
     -------------------           ----------------          -----------------
<S>                                      <C>                         <C>
Northwest Bancorp, MHC (2)            35,224,175                    74.4%
Liberty and Second Streets
Warren, Pennsylvania 16365-2353


                                       10


<PAGE>



Northwest Bancorp, MHC,               36,590,165                   77.3%
 and all the Bank's directors and
 executive officers as a group
 (15 directors and officers) (2)
</TABLE>

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

(1)  In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
     be the beneficial owner for purposes of this table, of any shares of Common
     Stock if he has shared  voting or  investment  power  with  respect to such
     security, or has a right to acquire beneficial ownership at any time within
     60 days from the date as of which beneficial ownership is being determined.
     As used herein, "voting power" is the power to vote or direct the voting of
     shares  and  "investment  power" is the  power to  dispose  or  direct  the
     disposition of shares,  and includes all shares held directly as well as by
     spouses and minor  children,  in trust and other indirect  ownership,  over
     which  shares the named  individuals  effectively  exercise  sole or shared
     voting or investment power.

(2)  Includes  shares of Common Stock held by Mutual Holding  Company,  of which
     the Company's  executive officers and directors are also executive officers
     and  trustees.  Excluding  shares of Common  Stock  held by Mutual  Holding
     Company,  the Company's  executive  officers and directors  owned 1,365,990
     shares of Common Stock, or 2.9% of the outstanding shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Federal law requires  that all loans or  extensions  of credit to executive
officers and directors must be made on substantially  the same terms,  including
interest rates and  collateral,  as those  prevailing at the time for comparable
transactions  with the general  public and must not involve more than the normal
risk of  repayment  or  present  other  unfavorable  features.  However,  recent
regulations  now permit  executive  officers  and  directors to receive the same
terms through benefit or compensation  plans that are widely  available to other
employees,   as  long  as  the  director  or  executive  officer  is  not  given
preferential  treatment  compared  to the  other  participating  employees.  The
Company's  policy is that  loans made to a director  in excess of  $100,000  for
non-residential  purposes  must be  approved  in advance  by a  majority  of the
disinterested  members of the Board of  Directors.  Loans to executive  officers
must be  approved  by the full Board of  Directors  regardless  of  amounts.  In
addition, loans to the Company's current directors, principal officers, nominees
for election as directors, securityholders known by the Company to own more than
5% of the  Company's  outstanding  common  stock,  or associates of such persons
(together,  "specified  persons"),  are  also  made in the  ordinary  course  of
business on  substantially  the same terms as those  prevailing  at the time for
comparable  transactions with other than specified  persons,  and do not involve
more than a normal risk of collectibility or present other unfavorable features.
The aggregate amount of extensions of credit  outstanding at any time during the
fiscal  year  ended  June 30,  1998,  to  specified  person's  did not exceed $5
million.

     In addition,  the Company leases approximately 13,000 square feet of office
space from Mr.  Hanna at an annual  rent of $47,600.  The  leasing  value of the
property was  appraised by two outside  appraisers  at the time the Bank and Mr.
Hanna entered into the lease. The FHLBB (the Bank's principal  federal regulator
at such time)  reviewed the terms of the lease and had no objection to the lease
arrangement.

     The Company  intends  that,  except as described  above,  all  transactions
between the Company and its  executive  officers,  directors,  holders of 10% or
more of the shares of any class of its common stock and affiliates thereof, will
contain terms no less  favorable to the Company than could have been obtained by
it in arms-length negotiations with unaffiliated persons and will be approved by
a majority  of  independent  outside  directors  of the  Company  not having any
interest in the transaction.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)(1) Financial Statements

     The following documents were previously filed as part of this Form 10-K.

          (A) Independent Auditors' Report

          (B)  Consolidated Statements of Financial Condition - at June 30, 2000
               and 1999

                                       11


<PAGE>



          (C)  Consolidated  Statements  of Income - Years ended June 30,  2000,
               1999 and 1998

          (D)  Consolidated  Statements  of  Changes in  Shareholders'  Equity -
               Years ended June 30, 2000, 1999 and 1998

          (E)  Consolidated  Statements  of Cash  Flows - Years  ended  June 30,
               2000, 1999 and 1998

          (F)  Notes to Consolidated Financial Statements.

     (a)(2) Financial Statement Schedules

          (b)  Reports on Form 8-K

          The  Company  has not filed a Current  Report on Form 8-K  during  the
          quarter ended June 30, 2000.

          (c)  Exhibits

     (a)(3) Exhibits: -----------------
<TABLE>
<CAPTION>


                                                                  Reference to
Regulation                                                      Prior Filing or
S-K Exhibit                                                      Exhibit Number
  Number                    Document                            Attached Hereto
-----------  -------------------------------------------        ----------------

<S>                     <C>                                           <C>
2            Plan of acquisition, reorganization,                     None
             arrangement, liquidation or succession

3            Articles of Incorporation and Bylaws                       *

4            Instruments defining the rights of                         *
             security holders, including indentures

9            Voting trust agreement                                   None

10(1)        Restated Deferred Compensation Plan for                    *
             Directors

10(2)        Retirement Plan for Outside Directors                      *

10(3)        Northwest Savings Bank Nonqualified                        *
             Supplemental Retirement Plan

10(4)        Employee Stock Ownership Plan                              *

10(5)        Employment Agreement between the Bank and                  *
             John O. Hanna, President and Chief Executive
             Officer

10(6)        Employee Severance Compensation Plan                       *

11           Statement re: computation of per share earnings          None

12           Statement re: computation or ratios                   Not required


                                       12


<PAGE>



16           Letter re: change in certifying                         None
             accountant

18           Letter re: change in accounting                         None
             principles

21           Subsidiaries of Registrant                               21

22           Published report regarding matters                      None
             submitted to vote of security holders

23           Consent of experts and counsel                           23

24           Power of Attorney                                   Not Required

28           Information from reports furnished to                   None
             State insurance regulatory authorities

99           Additional exhibits                                     None
</TABLE>

------------
*    Incorporated by reference to the Company's  Registration  Statement on Form
     S-4 (File No.  333-31687),  originally filed with the SEC on July 21, 1997,
     as amended on October 9, 1997 and November 4, 1997.

                                       13


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       NORTHWEST BANCORP, INC.


Date:    October 26, 2000              By: /s/Gregory C. LaRocca
                                       -----------------------------------------
                                       Gregory C. LaRocca, Senior Vice President
                                       and Secretary




                                       14