SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ---------------------------------

                                   FORM 10-K/A

           [ ]      Annual Report Pursuant to Section 13 or
                    15(d) of the Securities Exchange Act of
                    1934 (fee required) For the fiscal year
                              ended: _____________

                                       or

           [X]      Transition Report Pursuant to Section 13
                    or 15(d) of the Securities Exchange Act of
                            1934 (no fee required)
         For the Transition period from July 1, 1999 to December 31, 1999.

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

                          Commission File No. 0-22880


                            Fidelity Federal Bancorp
             (Exact name of registrant as specified in its charter)

             Indiana                                    35-1894432
   (State of other jurisdiction                      (I.R.S. Employer
       of Incorporation or                           Identification No.)
          Organization)

  700 S. Green River Road, Suite 2000, PO Box 5584, Evansville, Indiana 47715
  ---------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

       Registrant's Telephone number, including area code (812) 469-2100
                                                          --------------

       Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to
Section 12 (g) of the Act:              Common Stock, $1 Stated Value
                                        -----------------------------
                                               (Title of Class)

                       DOCUMENTS INCORPORATED BY REFERENCE


                          Exhibit index is on page 79

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 past preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.   Yes   X   No
                                          ---     ---

Indicate by checkmark 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 the definitive  proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K.  [X]

The aggregate market value of voting stock held by non-affiliates of the
Registrant (for purposes of such calculation, includes persons who are not
directors, executive officers, or holders of more than 10% of the registrant's
common stock) based on the average bid and asked prices of such stock at
February 29, 2000 was approximately $6,892,772.

Indicated below is the number of shares outstanding of each of the registrant's
classes of common stock as of February 29, 2000.

                        Common Stock - 3,147,662 shares

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[LOGO OF OLIVE]




                          Independent Auditor's Report



Stockholders and Board of Directors
Fidelity Federal Bancorp
Evansville, Indiana


We have audited the accompanying consolidated balance sheet of Fidelity Federal
Bancorp and subsidiaries as of December 31, 1999 and June 30, 1999 and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for the six month period ended December 31, 1999 and for the years
ended June 30, 1999 and 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements described above present
fairly, in all material respects, the consolidated financial position of
Fidelity Federal Bancorp and subsidiaries as of December 31, 1999 and June 30,
1999, and the results of their operations and their cash flows for the six month
period ended December 31, 1999 and for the years ended June 30, 1999 and 1998 in
conformity with generally accepted accounting principles.

OLIVE LLP

Evansville, Indiana
March 27, 2000

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                                   SIGNATURES

Pursuant to the requirements of Section 13 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 on the 30th day of March, 2000.

                             FIDELITY FEDERAL BANCORP
                             Registrant

                             By  /S/ M. BRIAN DAVIS
                               ------------------------------------
                               M. Brian Davis
                               President and Chief Executive Officer
                               (Principal Executive Officer)

                             By  /S/ DONALD R. NEEL
                               ------------------------------------
                               Donald R. Neel, Executive Vice President,
                               Treasurer and Chief Financial Officer
                               (Principal Accounting Officer)