SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RAUSCH RICHARD L

(Last)

(First)

(Middle)

100 LIBERTY STREET

(Street)

WARREN

16365

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHWEST BANCORP INC [ NWSB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V.P., Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Northwest Bancorp, Inc. Common Stock	05/26/2006	05/26/2006	X		2,244	A	$9.78	6,564	D
Northwest Bancorp, Inc. Common Stock	05/26/2006	05/26/2006	F		864⁽¹⁾	D	$25.26	5,700	D
Northwest Bancorp, Inc. Common Stock								566.0227	I	ESOP Plan
Northwest Bancorp, Inc. Common Stock								1,037.142	I	401-K Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option Plan (Right to Buy)	$9.78	05/26/2006	05/26/2006	X			2,244	10/18/2001	10/17/2011	Northwest Bancorp, Inc.	2,244	$9.78	1,056	D
Option Plan (Right to Buy)	$13.302							08/21/2002	08/21/2012	Northwest Bancorp, Inc.	2,550		2,550	D
Option Plan (Right to Buy)	$16.59							08/20/2003	08/20/2013	Northwest Bancorp, Inc.	5,100		5,100	D
Option Plan (Right to Buy)	$25.49							12/15/2004	12/15/2014	Northwest Bancorp, Inc.	5,100		5,100	D
Option Plan (Right to Buy)	$22.93							01/19/2006	01/19/2015	Northwest Bancorp, Inc.	3,000		3,000	D
Option Plan (Right to Buy)	$22.18							01/18/2007	01/18/2016	Northwest Bancorp, Inc.	4,500		4,500	D

Explanation of Responses:

1. Mr. Rausch constructively exchanged 864 shares in order to exercise 2,244 stock options. The number of shares issued was 1,380.

Remarks:

	Richard L. Rausch	05/30/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.