December 26, 2019

Ronald J. Seiffert
Chief Executive Officer
Northwest Bancshares, Inc.
100 Liberty Street
Warren, PA16365

       Re: Northwest Bancshares, Inc.
           Registration Statement on Form S-4
           Filed December 20, 2019
           File No. 333-235669

Dear Mr. Seiffert:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Tonya K. Aldave at (202) 551-3601 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Finance
cc:    Marc Levy, Esq.