EXHIBIT 4.2

                         FORM OF STOCK OPTION AGREEMENT


<PAGE>
                             STOCK OPTION AGREEMENT

                         FOR NON-STATUTORY STOCK OPTIONS
                                 PURSUANT TO THE
                             FIDELITY BANCORP, INC.
                          2000 STOCK COMPENSATION PLAN


         STOCK  OPTIONS  for a total of  __________  shares of  Common  Stock of
Fidelity    Bancorp,    Inc.   (the    "Company")    is   hereby    granted   to
________________________  (the  "Optionee") at the price  determined as provided
in, and in all respects subject to the terms,  definitions and provisions of the
2000  Stock  Compensation  Plan (the  "Plan")  adopted by the  Company  which is
incorporated by reference herein, receipt of which is hereby acknowledged.  Such
Stock  Options do not comply  with  Options  granted  under  Section  422 of the
Internal Revenue Code of 1986, as amended.

         1. Option  Price.  The Option price is $_______  for each Share,  being
100% of the fair market value,  as determined  by the  Committee,  of the Common
Stock on the date of grant of this Option.

         2. Exercise of Option.

                  (a) This Option shall be immediately exercisable upon the date
of grant.  Notwithstanding any provisions in Section 2, in no event shall Common
Stock  acquired  upon exercise of this Option be sold within six months from the
date of grant.

                  (b)      Method of Exercise.  This Option shall be exercisable
by a written notice which shall:

                             (i) State the election to exercise the Option,  the
         number of  Shares  with  respect  to which it is being  exercised,  the
         person in whose name the stock  certificate  or  certificates  for such
         Shares of Common  Stock is to be  registered,  his  address  and Social
         Security  Number (or if more than one, the names,  addresses and Social
         Security Numbers of such persons);

                            (ii) Contain such  representations and agreements as
         to the holder's investment intent with respect to such shares of Common
         Stock as may be satisfactory to the Company's counsel;

                           (iii) Be signed by the person or persons  entitled to
         exercise the Option and, if the Option is being exercised by any person
         or  persons  other  than  the  Optionee,   be   accompanied  by  proof,
         satisfactory to counsel for the Company, of the right of such person or
         persons to exercise the Option; and

                            (iv)    Be in writing and delivered in person or  by
certified mail to the Treasurer of the Company.

                                       -1-

<PAGE>



         Payment of the  purchase  price of any Shares with respect to which the
Option is being  for  shares of  Common  Stock as to which the  Option  shall be
exercised  shall be registered  in the name of the person or persons  exercising
the Option.  The  certificate or  certificates  for shares of Common Stock as to
which the  Option  shall be  exercised  shall be  registered  in the name of the
person or persons exercising the Option.

                  (c) Restrictions on Exercise. This Option may not be exercised
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation.  As
a condition to the Optionee's  exercise of this Option,  the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

         3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this  Option  shall be binding  upon the  executors,  administrators,  heirs,
successors and assigns of the Optionee.

         4. Term of Option.  This Option may not be exercised more than ten (10)
years  from the date of grant of this  Option,  as set forth  below,  and may be
exercised  during  such term only in  accordance  with the Plan and the terms of
this Option.

         5. Related  Matters.  Notwithstanding  anything herein to the contrary,
additional  conditions or restrictions  related to such Options may be contained
in the Plan or the resolutions of the Plan Committee  authorizing  such grant of
Options.

                                                   Fidelity Bancorp, Inc.




Date of Grant:  December 31, 2000                  By:
                -----------------                      -------------------------



Attest:



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

[SEAL]


                                       -2-

<PAGE>

                    NON-STATUTORY STOCK OPTION EXERCISE FORM
                    ----------------------------------------

                                 PURSUANT TO THE
                             FIDELITY BANCORP, INC.
                          2000 STOCK COMPENSATION PLAN



                                                             (Date)


Fidelity Bancorp, Inc.
1009 Perry Highway
Pittsburgh, Pennsylvania 15237


Dear Sir:

         The undersigned elects to exercise the Non-Statutory Option to purchase
__________ shares of Common Stock of Fidelity  Bancorp,  Inc. under and pursuant
to a Stock Option Agreement dated _______________.

         Delivered  herewith is a certified or bank  cashier's or teller's check
and/or shares of Common  Stock,  valued at the fair market value of the stock on
the date of exercise, as set forth below.


                              $                      of cash or check
                               --------------------
                                                     of Common Stock
                               --------------------
                              $                      Total
                               ====================


         The name or names to be on the stock  certificate or  certificates  and
the address and Social Security Number of such person(s) is as follows:

         Name
             -------------------------------------------------------------------

         Address
                ----------------------------------------------------------------

         Social Security Number
                               -------------------------------------------------

                                                  Very truly yours,


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