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

                                    FORM 10-K

              [X] Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                  For the fiscal year ended: December 31, 2004
                                       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. 0-22880

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

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

    18 North West Fourth Street, PO Box 1347, Evansville, Indiana 47706-1347
    ------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (812) 424-0921
                                                           --------------

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

Securities registered pursuant to Section 12(g) of
the Act: Common Stock, $12 Stated Value
         -----------------------------
              (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 12 months (or for such shorter period that the registrant was
required to file such reports), 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 (Section 229.405 of this chapter) 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. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes     No  X
                                       ---    ---
The aggregate market value of voting stock held by non-affiliates of the
Registrant (for purposes of such calculation, included are 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 June
30, 2004 was approximately $4,764,327.

The number of shares outstanding of the registrant's common stock as of March
11, 2005 was 772,500 shares, with a $12 stated value.

                       DOCUMENTS INCORPORATED BY REFERENCE

       Documents                      Part of Form 10-K into which Incorporated
       ---------                      -----------------------------------------

Portions of the 2004 Annual
Report to Shareholders                                  Part II

                           Exhibit Index is on page 32
<PAGE>

                            FIDELITY FEDERAL BANCORP


                                      Index

PART I
                                                                            Page
                                                                            ----

ITEM 1   -   Business                                                         4
ITEM 2   -   Properties                                                      14
ITEM 3   -   Legal Proceedings                                               14
ITEM 4   -   Submission of Matters to a Vote of Security Holders             15

PART II

ITEM 5   -   Market for Registrant's Common Equity, Related Shareholder
                 Matters and Issuer Purchases of Equity Securities           15
ITEM 6   -   Selected Financial Data                                         15
ITEM 7   -   Management's Discussion and Analysis of
                 Financial Condition and Results of Operation                15
ITEM 7A  -   Quantitative and Qualitative Disclosures About Market Risk      15
ITEM 8   -   Financial Statements and Supplementary Data                     15
ITEM 9   -   Changes in and Disagreements With Accountants
                 on Accounting and Financial Disclosure                      15
ITEM 9A  -   Controls and Procedures                                         15
ITEM 9B  -   Other Information                                               16

PART III

ITEM 10  -   Directors and Executive Officers of the Registrant              16
ITEM 11  -   Executive Compensation                                          18
ITEM 12  -   Security Ownership of Certain Beneficial
                 Owners and Management and Related Shareholder
                 Matters                                                     25
ITEM 13  -   Certain Relationships and Related Transactions                  27
ITEM 14  -   Principal Accountant Fees and Services                          28

PART IV

ITEM 15  -   Exhibits and Financial Statement Schedules                      29

SIGNATURES                                                                   31

                                       2
<PAGE>

         CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains certain forward-looking statements that are subject to
risks and uncertainties and includes information about possible or assumed
future results of operations. Many possible events or factors could affect our
future financial results and performance. This could cause results or
performance to differ materially from those expressed in our forward-looking
statements. Words such as "expects", "anticipates", "may", "could", "intends",
"projects", "believes", "estimates", and variations of such words and other
similar expressions are intended to identify such forward-looking statements.
These statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions which are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or
forecasted in, or implied by, such forward-looking statements. Investors and
readers should not rely solely on or place undue reliance on the forward-looking
statements and should consider all uncertainties and risks discussed throughout
this report. These statements are representative only on the date hereof.

Possible events or factors that could affect our future financial results and
performance include the following: the dependence of our loan growth and funding
on economic conditions, as well as various discretionary factors, such as
decisions to sell or purchase certain loans or loan portfolios; participations
of loans; retention of residential mortgage loans; and the management of a
borrower. The rate of charge-offs and loan and letter of credit loss provisions
can be affected by local, regional and international economic and market
conditions, concentrations of borrowers, industries, products and geographic
locations, the mix of the loan portfolio and management's judgments regarding
the collectibility of loans. Liquidity requirements may change as a result of
fluctuations in assets and liabilities and off-balance sheet exposures, which
will impact our capital and debt financing needs and the mix of funding sources.
Decisions to purchase, hold or sell securities are also dependent on liquidity
requirements and market volatility, as well as on and off-balance sheet
positions. Factors that may impact interest rate risk include local, regional
and international economic conditions, levels, mix, maturities, yields or rates
of assets and liabilities, and the wholesale and retail funding sources of
United Fidelity Bank ("United"). We are also exposed to the potential of losses
arising from adverse changes in market rates and prices which can adversely
impact the value of financial products, including securities, loans, deposits,
debt and derivative financial instruments, such as futures, forwards, swaps,
options, and other financial instruments with similar characteristics.

In addition, the banking industry in general is subject to various monetary and
fiscal policies and regulations, which include those determined by the Federal
Reserve Board, the Office of the Comptroller of the Currency, the FDIC, state
regulators and the Office of Thrift Supervision, whose policies and regulations
could affect our results. Other factors that may cause actual results to differ
from the forward-looking statements include the following: competition with
other local, regional and international banks, thrifts, credit unions and other
nonbank financial institutions, such as investment banking firms, investment
advisory firms, brokerage firms, investment companies and insurance companies,
as well as other entities which offer financial services, located both within
and outside the United States, and through alternative delivery channels such as
the Internet; interest rate, market and monetary fluctuations; inflation; market
volatility; general economic conditions and economic conditions in the
geographic regions and industries in which we operate; introduction and
acceptance of new banking-related products, services and enhancements; fee
pricing strategies; mergers and acquisitions; and our ability to manage these
and other risks.

                                       3
<PAGE>

                                     PART I
                                     ------


ITEM 1.  BUSINESS
-----------------

Termination of Registration Requirements

On November 10, 2004, Fidelity announced a plan to terminate registration of its
common stock. The Board of Directors unanimously approved a 1-for 30,000 reverse
stock split in order to terminate the registration of its common stock with the
Securities and Exchange Commission and result in the delisting of its shares on
the NASDAQ. The reverse stock split was immediately followed by a 2,500-for-1
stock split. The effective dates for both the reverse and forward stock splits
was February 28, 2005. On March 11, 2005, Fidelity filed Form 15 with the
Securities and Exchange Commission notifying it of the completion of the reverse
stock split and delisting of its shares on NASDAQ. Approximately $3.2 million
will be paid out to fractional shareholders as a result of the reverse split in
2005 thus reducing shareholder's equity and cash. Additional details regarding
this transaction may be found in the Schedule 13E-3 as filed with the Securities
and Exchange Commission. All shares, options, warrants, and per share amounts
throughout the Form 10-K and exhibits have been adjusted for the reverse and
forward splits.

Overview

Fidelity Federal Bancorp ("Fidelity"), incorporated in 1993 under the laws of
the State of Indiana, is a registered savings and loan holding company with its
principal office in Evansville, Indiana. Fidelity's savings bank subsidiary,
United, was organized in 1914 and is a federally-chartered stock savings bank
located in Evansville, Indiana.

United is primarily engaged in the business of attracting savings deposits from
the general public, Federal Home Loan Bank advances and other wholesale funding
savings, and investing such funds in loans served by one-to-four family
residential real estate located primarily in Vanderburgh and the surrounding
counties in southern Indiana. United originates consumer loans on a direct basis
in its offices. United previously originated consumer loans on a indirect basis
through automobile dealers for the purchase of automobiles in southern Indiana,
western Kentucky, southern Illinois and southeast Missouri. During the third
quarter of 2004, United terminated the origination of indirect loans to allocate
resources to more traditional community bank lending activities, and reduced
full-time equivalent employees by approximately six. In addition, United
originates commercial loans secured by real estate in addition to nonresidential
real estate, other types of consumer loans, commercial and home equity. United
also invests in interest-bearing deposits in other banks, mortgage-backed
securities and other investments permitted by applicable law.

United conducts business from its main office in Evansville, Indiana and from
four full-service branch offices. Three of United's branch offices are located
in Evansville. The fourth branch office is located in Warrick County which is
adjacent to Vanderburgh County. United's primary retail market area consists of
the Indiana counties of Vanderburgh, Posey, Gibson and Warrick.

United's subsidiary, Village Capital Corporation, has earned fees in the past by
providing real estate mortgage banking services, and currently records income on
a rate cap/floor agreement on a credit extension to an unrelated borrower that
was completed in 1995.

In 2001 United formed a new subsidiary, United Fidelity Finance, for purposes of
acquiring, owning, purchasing, holding, selling, transferring, pledging and
otherwise dealing with automobile loan receivables. United Fidelity Finance was
utilized during 2002 to complete an automobile loan securitization transaction
and held no assets as of December 31, 2004.

Fidelity had consolidated total assets of $200.6 million and total shareholders'
equity of $16.3 million as of December 31, 2004.

                                       4
<PAGE>

Fidelity's subsidiaries at December 31, 2004 are listed below:
<TABLE>
<CAPTION>
Subsidiary                                  Principal Office  Year Organized  Assets (in thousands)
----------                                  ----------------  --------------  ---------------------
<S>                                         <C>                   <C>               <C>
United Fidelity Bank, fsb                   Evansville, IN        1914              $198,086

Subsidiaries of United Fidelity Bank, fsb:
    Village Capital Corporation             Evansville, IN        1994                  $362
    United Fidelity Finance                 Evansville, IN        2001                    $0
</TABLE>

Fidelity's home office is located at 18 North West Fourth Street, Evansville,
Indiana, 47708, and its telephone number is (812) 424-0921.

Personnel

As of December 31, 2004, Fidelity had 51.5 full-time equivalent employees. The
employees are not represented by any collective bargaining unit. Fidelity
believes its relations with its employees are good.

Fidelity maintains group life, hospital, surgical, dental, major medical, and
long-term disability programs for full-time employees. Fidelity also
participates in a defined benefit pension plan covering all eligible employees,
as well as a defined contribution 401(k) plan. As of January 1, 2004, Fidelity`s
defined benefit pension plan was amended to freeze the plan. As a result, the
annual retirement benefit payable to a participant at age 65 will not increase
after January 1, 2004.

LENDING ACTIVITIES

General

United's lending activities include the origination of permanent loans and
construction loans secured by one-to-four family homes located in United's
primary market area, commercial real estate loans secured primarily by
one-to-four family homes, direct automobile loans and other types of consumer
loans, which include loans secured by deposit accounts, home equity lines of
credit and unsecured loans. United also originates commercial loans other than
those secured by real estate. United's net loan portfolio was approximately
$110.8 million at December 31, 2004, and represented 55.2% of total assets.

The following table presents certain information in respect of the composition
of United's loan portfolio at the dates specified:
<TABLE>
<CAPTION>
                                                                            At December 31,
                                   -------------------------------------------------------------------------------------------------
                                          2004                2003                2002                2001               2000
                                   -------------------------------------------------------------------------------------------------
                                              Percent             Percent             Percent             Percent            Percent
                                    Amount      of      Amount      of       Amount     of       Amount     of      Amount     of
                                               total               total               total               total              total
                                               loans               loans               loans               loans              loans
                                   -------------------------------------------------------------------------------------------------
<S>                                <C>         <C>     <C>         <C>      <C>        <C>      <C>        <C>     <C>        <C>
Real estate mortgage loans
   First mortgage loans
     Conventional                  $38,226     34.28%  $41,754     41.27%   $36,157    48.91%  $43,929     41.22%  $47,809    43.56%
     Construction                    4,471      4.01     2,042      2.01      1,909     2.58       513      0.48     1,274     1.16
     Commercial                     16,251     14.57     9,144      9.04      5,645     7.64     6,114      5.74     6,873     6.26
     Multi-family loans                594      0.53       213      0.21      3,083     4.17     3,856      3.62     4,350     3.96
     Home equity loans               6,144      5.51     5,067      5.01      4,586     6.20     4,577      4.29     5,274     4.80
     First mortgage real estate
       loans purchased                 385      0.35      778       0.77        627     0.85       745      0.70     1,753     1.60
                                   ------------------------------------------------------------------------------------------------
                                    66,071     59.24    58,998     58.31     52,007    70.35    59,734     56.05    67,333    61.34
   Commercial loans, other than
     secured by real estate          4,136      3.71     3,138      3.10      2,210     2.99     1,848      1.73     2,305     2.10
   Consumer loans                   41,320     37.05    39,038     38.59     19,707    26.66    44,988     42.21    40,125    36.56
                                   ------------------------------------------------------------------------------------------------
         Total loans               111,527    100.00   101,174    100.00     73,924   100.00    106,570   100.00   109,763   100.00
   Allowance for loan losses          (756)               (737)                (837)             (2,138)            (1,921)
                                   -------             -------              -------             -------            -------

         Net loans                 110,771             100,437               73,087             104,432            107,842
                                   =======             =======              =======             =======            =======

         Total assets              200,558             175,390              132,290             159,659            166,466
                                   =======             =======              =======             =======            =======

         Total loans to total
           assets                     55.6                57.7%                55.9%               66.7%              65.9%
                                   =======             =======              =======             =======            =======
</TABLE>

                                       5
<PAGE>

Residential Mortgage Loans

A substantial portion of United's lending activity involves the origination of
loans secured by residential real estate consisting of single-family dwelling
units. The residential mortgage loans included in United's portfolio are
primarily conventional fixed-rate loans with a maturity of up to 30 years, which
represent approximately a third of the portfolio.

United also offers adjustable-rate mortgage loans, which account for the
remainder of the portfolio. Currently, these loans generally have interest rates
that adjust (up or down) every year. Generally, these loans provide for a
maximum adjustment of 6% over the life of the loans, with a maximum adjustment
of 2% during any given year. Adjustments are based upon an index established at
the time the commitments are issued by United. The index used for most loans is
tied to the applicable United States Treasury security index. While
adjustable-rate mortgage loans assist United in maintaining a positive spread
during periods of high interest rates, it is not expected that adjustments in
interest rates on adjustable-rate mortgages will precisely match changes in
United's cost of funds. The majority of the adjustable rate mortgages originated
by United have limitations on the amount (generally 6%) and frequency of
interest rate changes.

During the year ended December 31, 2004, United originated $19.1 million of
residential loans, of which $9.6 million were five-to-30-year fixed-rate
mortgages and $9.5 million of which were adjustable-rate loans. The rates
offered on United's adjustable rate residential mortgage loans are generally
competitive with the rates offered by other thrift and financial institutions in
United's market area and are based upon United's cost of funds and rate of
return United can receive on comparable investments. Fixed-rate loans are
originated only under terms and conditions, using documentation which permit
their sale in the secondary market, and at rates which are generally competitive
with rates offered by other financial institutions in United's market areas.
During 2004, United sold most of its fixed rate mortgages in the secondary
market.

Substantially all of United's residential mortgages include so called "due on
sale" clauses, which are provisions giving United the right to declare a loan
immediately due and payable in the event that, among other things, the borrower
sells or otherwise disposes of the real property subject to the mortgage, and
the loan is not repaid.

Generally, United will not lend more than 80% of the appraisal value of
residential property which is owner occupied unless the borrower obtains private
mortgage insurance reducing the uninsured portion of the loan to 75% or less of
the appraised value. If private mortgage insurance is obtained, United's policy
is to lend up to 103% of the value of the property securing the loan.

Construction Loans

United offers residential construction loans both to owner-occupants and to
persons building residential property. Construction loans are usually offered
with rates of interest that remain fixed during construction. Generally,
construction loans have terms ranging from six to 12 months at fixed rates over
the construction period. Construction loan documents generally provide for a
transition to permanent loans at the end of the construction period.
Construction loans represented 4% of total loans at December 31, 2004.

Commercial Real Estate Loans

United also originates commercial real estate loans. Commercial real estate
loans increased from $9.1 million at December 31, 2003 to $16.3 million at
December 31, 2004. United resumed commercial lending activities in February of
2002 and has continued to increase the portfolio in 2003 and 2004 with loans
secured primarily with one-to-four family real estate and owner-occupied
commercial property.

Generally, commercial real estate loans involve greater risk to United than do
residential loans, but usually provide for a higher rate of interest and
increased fee income than do residential loans. Commercial real estate loans
typically involve larger loan balances to single borrowers or groups of related
borrowers. In addition, the payment experience on loans secured by income
producing properties is typically dependent on the successful operation of the
related project and thus may be subject to a greater extent to adverse
conditions in the real estate market or in the economy in general.

                                       6
<PAGE>

Multifamily Loans

Multifamily lending is generally considered to involve a higher degree of risk
because the borrower typically depends upon income generated by the project to
cover operating expenses and debt service. The profitability of a project can be
affected by economic conditions, government policies and other factors beyond
the control of the borrower. Multifamily loans have decreased from $3.1 million
at December 31, 2002 to $594,000 at December 31, 2004.

Home Equity Loans

Home equity lines of credit are originated for terms of up to thirty years. Such
loans are secured by a first or second mortgage on the borrower's principal
residence. Home equity loans totaled $6.1 million or 5.5% of Fidelity's total
loans outstanding at December 31, 2004.

Commercial Loans

Commercial loans totaled $4.1 million at December 31, 2004, compared to $3.1
million at December 31, 2003 and represents 3.7% of Fidelity's loan portfolio.
Commercial lending entails significant risks when compared to mortgage lending.
Such loans are subject to greater risk of default during periods of adverse
economic conditions.

Because such loans are secured by non-real estate assets, such as rolling stock,
equipment, inventory and accounts receivable, the collateral may not be
sufficient to ensure full payment of the loan in the event of a default.
Fidelity and United attempt to minimize such risks through prudent underwriting
practices.

Consumer Loans

United offers and makes various types of consumer loans, including automobile
loans, loans made to depositors on the security of their deposit accounts, and
other secured and unsecured personal loans. Consumer loans are generally made at
fixed rates of interest for terms of up to seven years. Automobile loans are
originated by United directly and indirectly in conjunction with automobile
dealers in Indiana, Illinois, Kentucky and Missouri. As previously discussed,
United terminated the origination of indirect loans in the third quarter of
2004.

Consumer loans, particularly consumer loans which are unsecured or secured by
rapidly depreciating assets such as automobiles, may entail greater risk than do
residential mortgage loans. Repossessed collateral for a defaulted consumer loan
may not provide an adequate source of repayment of the outstanding loan balance.
The cost of collecting a remaining deficiency is often disproportionate to the
amount of the deficiency. In addition, consumer loan collection is dependent on
the borrowers continuing financial stability and is, therefore, more likely to
be adversely affected by job loss, divorce, illness or personal bankruptcy. The
risk of default on consumer loans increases during periods of recession, high
unemployment and other adverse economic conditions. Despite the increased risks
associated with consumer lending, consumer loans typically provide a higher rate
of return than real estate loans and have shorter terms to maturity, thereby
increasing profitability and assisting United in managing the interest-rate
sensitivity of its assets and liabilities.

Competition

Fidelity and United face strong direct competition for deposits, loans and other
financial-related services. United competes in Indiana, Kentucky and Illinois
with other thrifts, commercial banks, credit unions, stockbrokers, finance
companies and insurance companies. Some of these competitors are local, while
others are statewide or national. United competes for deposits principally by
offering depositors a variety of deposit programs, convenient office locations
and hours, and other services, and for loan originations primarily through
competitive interest rates and fees, efficiency and quality of service and the
variety of loan products offered. Some of the non-bank financial institutions
and financial services organizations with which United competes are not subject
to the same degree of regulation as that imposed on federal savings banks,
thrifts, or thrift-holding companies. As a result, such competitors may have
advantages over United in providing certain services. As of February 28, 2005,
approximately three locally based banks (and several others with branch or loan
production offices), two thrifts, (including United) and eleven credit unions
operated in the Evansville, Indiana metropolitan area. Many competitors are
substantially larger or have significantly greater capital resources than
United. Due to recently enacted

                                       7
<PAGE>

legislation to allow unlimited interstate branching, Fidelity and United may
experience heightened competition from existing competitors and other major
financial institutions seeking to expand their regional banking presence in
Indiana.

SUPERVISION AND REGULATION

In addition to the general provisions discussed below, Fidelity and United were
subject to the provisions of the Supervisory Agreement entered into with the OTS
in February 1999, until terminated in October 2004. These provisions also
impacted the operations of Fidelity and United until terminated. The footnote
entitled "Other Restrictions" in the audited financial statements provides
further details.

Regulation of the Company

Fidelity is a savings and loan holding company within the meaning of the Home
Owners' Loan Act of 1933 ("HOLA"). Fidelity is registered with the Office of
Thrift Supervision and is subject to OTS regulations, examinations, supervision
and reporting requirements.

The Home Owners' Loan Act generally prohibits a savings and loan holding
company, without prior approval of the OTS, from (i) acquiring control of any
other savings association or savings and loan holding company; or (ii) acquiring
more than 5% of the voting shares of a savings association or savings and loan
holding company which is not a subsidiary. Except with the prior approval of the
OTS, no director or officer of a savings and loan holding company or person
owning or controlling more than 25% of such company's stock, may acquire control
of any savings association, other than a subsidiary association, or any other
savings and loan holding company.

Fidelity operates as a unitary savings and loan holding company. There are
generally no restrictions on the activities of a unitary savings and loan
holding company. However, if the OTS determines that there is reasonable cause
to believe that an activity of a savings and loan holding company constitutes a
serious risk to the financial safety, soundness, or stability of its subsidiary
savings association, the OTS may impose restrictions it considers necessary to
address such risk, which may include a limitation on the payment of dividends.
If the savings association subsidiary of a unitary savings and loan holding
company fails to meet the Qualified Thrift Lender Test ("QTL test"), as
discussed below, then the holding company would be required to register as, and
become subject to the activities restrictions applicable to, bank holding
companies. If Fidelity were to acquire control of another savings association it
would become a multiple savings and loan holding company. In general, the
activities of Fidelity and any of its subsidiaries (other than United or other
subsidiary savings associations) would be subject to further restrictions. The
Home Owners' Loan Act generally provides that, among other things, no multiple
savings and loan holding company or subsidiary which is not a savings
association may engage in any business activity other than (i) furnishing or
performing management services for a subsidiary savings association, (ii)
conducting an insurance agency or escrow business, (iii) holding, managing or
liquidating assets owned by or acquired from a subsidiary savings association,
(iv) holding or managing properties used or occupied by a subsidiary savings
association, (v) acting as trustee under deeds of trust, (vi) those activities
previously directly authorized by regulation as of March 5, 1987, to be engaged
in by multiple savings and loan holding companies, or (vii) those activities
authorized by regulation of the Board of Governors of the Federal Reserve System
as permissible for bank holding companies, unless the OTS by regulation
prohibits or limits such activities for savings and loan holding companies.
Those activities described in (vii) above must also be approved by the OTS prior
to being engaged in by a multiple savings and loan holding company.

No company may acquire control of an insured savings association after May 4,
1999, unless that company either (i) engages only in the financial activities
permissible for a financial holding company or (ii) is a grandfathered, unitary
savings and loan holding company. Generally, any company that was a unitary
savings and loan holding company on May 4, 1999 is grandfathered. Such a company
may continue to operate under present law as long as (i) the company continues
to control only one savings institution or its successor (excluding supervisory
acquisitions) that it controlled on May 4, 1999 and (ii) each controlled
institution meets the qualified thrift lender test. Fidelity is a grandfathered
unitary savings and loan holding company.

The OTS may also approve acquisitions resulting in the formation of a multiple
savings and loan holding company which controls savings associations in more
than one state. Generally, this may only occur if the state in which the
association to be acquired is located specifically permits associations to be
acquired by state-chartered associations or savings and loan holding companies
located in the state where the acquiring entity is located or by a holding
company that controls that state-chartered savings association.

                                       8
<PAGE>

Indiana law permits federal and state savings association holding companies with
their home offices located outside of Indiana to acquire savings associations
whose home offices are located in Indiana and savings and loan holding companies
with their principal place of business in Indiana. Indiana savings and loan
holding companies also may acquire savings associations with their home offices
located outside of Indiana and savings association holding companies with their
principal place of business located outside of Indiana.

Savings Bank Regulation

General. As a federally chartered, SAIF-insured savings association, United is
subject to extensive regulation by the OTS and the FDIC. The OTS periodically
examines the books and records of United and, in conjunction with the FDIC in
certain situations, has examination and enforcement powers. This supervision and
regulation are intended primarily for the protection of depositors and federal
deposit insurance funds.

Qualified Thrift Lender Requirement. In order for United to exercise the powers
granted to federally-chartered savings associations, it must be a "qualified
thrift lender", or a "QTL". A savings association is a QTL if its qualified
thrift investments equal or exceed 65% of the savings association's portfolio
assets on a monthly basis in 9 out of every 12 months. Qualified thrift
investments generally consist of (i) various housing related loans and
investments (such as residential construction and mortgage loans, home
improvement loans, manufactured housing loans, home equity loans and
mortgage-backed securities), (ii) certain obligations of the FSLIC, the FDIC,
the FSLIC Resolution Fund and the Resolution Trust Corporation (for limited
periods), and (iii) shares of stock issued by any Federal Home Loan Bank, the
Federal Home Loan Mortgage Corporation or the Federal National Mortgage
Association. At December 31, 2004, the qualified thrift investment percentage
test for United was 92.8%.

Loans-to-One-Borrower Limitations. The Home Owners' Loan Act generally requires
savings associations to comply with the loans-to-one-borrower limitations
applicable to national banks. In general, national banks may make loans to one
borrower in amounts up to 15% of the bank's unimpaired capital and surplus, plus
an additional 10% of capital and surplus for loans secured by readily marketable
collateral. At December 31, 2004, United's loan-to-one-borrower limitation was
approximately $3.3 million and no loans to a single borrower exceeded that
amount, except as provided herein. Under certain conditions, a savings
association may make loans to one borrower for residential housing developments
in amounts up to 30% of the bank's unimpaired capital and surplus provided that
all loans made in reliance upon the increased lending limit do not, in the
aggregate, exceed 150% of the bank's unimpaired capital and surplus. At December
31, 2004, United had made $4.2 million such loans under this higher lending
limit.

Commercial Real Property Loans. The Home Owners' Loan Act limits the aggregate
amount of commercial real estate loans that a federal savings association may
make to an amount not in excess of 400% of the savings association's capital.

Consumer Loans. The Home Owners' Loan Act limits the aggregate amount of
consumer loans that a federal savings association may make to an amount not in
excess of 35% of the savings association's total assets. At December 31, 2004,
Consumer loans represented 20.9% of United's assets.

Limitation on Capital Distributions. Under OTS regulations, a savings
association must file an application with the OTS for a capital distribution,
including cash dividends, if (i) it is not eligible for expedited treatment of
its application, (ii) the proposed capital distribution, plus all other capital
distributions of the savings association during the calendar year, exceeds its
net income for that year to date plus its retained net income for the preceding
two years, (iii) it would not be at least adequately capitalized, as defined in
the prompt corrective action regulations of the OTS, or (iv) the proposed
distribution would be in violation of any applicable law, regulation, or
agreement with the OTS. A savings association has no restrictions on capital
distributions as long as, after the distribution, it is still classified as
adequately capitalized. Although no application is required, a prior notice must
be filed with the OTS if the savings association would not be well capitalized
after the distribution, or if the savings association is a subsidiary of a
savings and loan holding company.

Insurance of Deposits. The FDIC is an independent federal agency that insures
the deposits, up to $100,000 per depositor subject to aggregation rules, of
banks and thrifts and safeguards the safety and soundness of the banking and
thrift industries. The FDIC administers two separate insurance funds, the Bank
Insurance Fund (the "BIF") for commercial banks and state savings banks and the
SAIF for savings associations such as United. The FDIC is required to maintain
designated levels of reserves in each fund.

                                       9
<PAGE>

The FDIC is authorized to establish separate annual assessment rates for deposit
insurance for members of the BIF and members of the SAIF. The FDIC has
established a risk-based assessment system for both SAIF and BIF members. Under
this system, assessments vary depending on the risk the institution poses to its
deposit insurance fund. An institution's risk level is determined based on its
capital level and the FDIC's level of supervisory concern about the institution.

Annual deposit insurance premiums range between $0.00 and $0.27 per $100 of
deposits and are in effect, based on the assessment determined in accordance
with the risk-assessment system discussed above.

The Financing Corporation ("FICO") assessment to service the interest on its
bond obligations is separate from the SAIF assessment. As part of the deposit
insurance assessments, institutions pay a FICO assessment for debt service
requirements. The FICO assessment rate is subject to change on a quarterly
basis, depending on the debt service requirements. In 2004, United paid $.004
per $100 of deposits to comply with this assessment. The total deposit insurance
expense paid was $55,000, $51,000 and $57,000 for 2004, 2003 and 2002,
respectively.

Commonly Controlled Banks and Savings Associations. Subject to certain
exceptions, commonly controlled banks and savings associations must reimburse
the FDIC for any losses suffered in connection with a failed bank or savings
association affiliate. Institutions are commonly controlled if one is owned by
another or if both are owned by the same holding company.

Community Reinvestment Act. Ratings of depository institutions under the
Community Reinvestment Act of 1977 ("CRA") must be disclosed. The disclosure
includes both a four-tier descriptive rating using terms such as "outstanding,"
"satisfactory," "needs to improve," or "substantial non-compliance" and a
written evaluation of each institution's performance. United received a
satisfactory rating from the OTS in its most recent CRA examination. Also, the
Federal Housing Finance Board has adopted regulations establishing standards of
community investment and service for members of the FHLB System to meet to be
eligible for long-term advances. These regulations take into account a savings
association's CRA record and the member's record of lending to first-time home
buyers.

Brokered Deposits. Pursuant to the FDIC regulations, well-capitalized
institutions are subject to no brokered deposits limitations, while adequately
capitalized institutions are able to accept, renew or rollover brokered deposit
only (i) with a waiver from the FDIC, and (ii) subject to certain restrictions
on payment of rates. Undercapitalized institutions are not permitted to accept
brokered deposits and may not solicit deposits by offering an effective yield
that significantly exceeds the prevailing effective yields on insured deposits
of comparable maturity in the institution's normal market area or in which such
deposits are being solicited.

Enforcement. The OTS has primary enforcement responsibility over savings
associations and has the authority to bring enforcement action against all
"institution-affiliated parties," including stockholders, and any attorneys,
appraisers and accountants who knowingly or recklessly participate in wrongful
action likely to have an adverse effect on an insured institution. Civil
penalties cover a wide range of violations and actions and range up to $25,000
per day unless a finding of reckless disregard is made, in which case penalties
may be as high as $1 million per day. In addition, regulators are provided with
flexibility to impose enforcement action on an institution that fails to comply
with its regulatory requirements, particularly with respect to the capital
requirements. Possible enforcement action ranges from the imposition of a
capital directive to receivership, conservatorship or the termination of deposit
insurance. The FDIC has the authority to recommend to the OTS that enforcement
action to be taken with respect to a particular savings institution. If action
is not taken by the OTS, the FDIC has authority to take such action under
certain circumstances.

Standards for Safety and Soundness. The federal banking agencies have prescribed
for all insured depository institutions safety and soundness standards in the
form of guidelines, relating to internal controls and information systems,
internal audit systems, loan documentation, credit underwriting, interest rate
risk exposure, asset quality and growth, earnings, and compensation, fees and
benefits, and safekeeping customer information. If an insured depository
institution fails to meet any of the standards described above, it will be
required to submit to the appropriate federal banking agency a plan specifying
the steps that will be taken to cure the deficiency. If an institution fails to
submit an acceptable plan or fails to implement the plan, the appropriate
federal banking agency will issue an order requiring the institution to take
immediate steps to correct a safety and soundness deficiency.

Real Estate Lending Standards. OTS regulations require savings associations to
establish and maintain written internal real estate lending policies. Each
association's lending policies must be consistent with safe and sound banking
practices and appropriate to the size of the association and the nature and
scope of its operations. The policies must establish loan portfolio
diversification standards; establish prudent underwriting standards, including
loan-to-value limits that are clear and

                                       10
<PAGE>

measurable; establish loan administration procedures for the association's real
estate portfolio; and establish documentation, approval, and reporting
requirements to monitor compliance with the association's real estate lending
policies. The association's written real estate lending policies must be
reviewed and approved by the association's Board of Directors at least annually.
Further, each association is expected to monitor conditions in its real estate
market to ensure that its lending policies continue to be appropriate for
current market conditions.

Prompt Corrective Regulatory Action. The Federal Deposit Insurance Act
establishes a system of prompt corrective action to resolve the problems of
undercapitalized institutions. Under this system, the banking regulators are
required to take certain supervisory actions against undercapitalized
institutions, the severity of which depends upon the institution's degree of
capitalization.

Under the OTS prompt corrective action regulation, generally, a savings
association that has a total risk-based capital of less than 8.0% or a tier 1
risk-based capital ratio or leverage ratio of less than 4.0% is considered to be
undercapitalized. A savings association that has a total risk-based capital of
less than 6.0%, a tier 1 risk-based capital ratio of less than 3%, or a leverage
ratio that is less than 3.0% is considered to be "significantly
undercapitalized" and a savings association that has a tangible capital to
assets ratio equal to or less than 2% is deemed to be "critically
undercapitalized." Generally, a capital restoration plan must be filed with the
OTS within 45 days of the date an association receives notice that it is
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized". In addition, numerous mandatory supervisory actions become
immediately applicable to the associations, including, but not limited to,
restrictions on growth, investment activities, capital distributions, and
affiliate transactions. The OTS could also take any one of a number of
discretionary supervisory actions, including the issuance of a capital directive
and the replacement of senior executive officers and directors.

Capital Requirements. The OTS has adopted capital standards under which savings
associations must maintain (i) "core capital" in an amount not less than 3% of
total adjusted assets for a savings association with a composite rating of 1,
and not less than 4% for all other savings associations, (ii) "tangible capital"
in an amount not less than 1.5% of total adjusted assets, and (iii) a level of
risk-based capital equal to 8.0% of risk-weighted assets.

Under OTS regulations "core capital" includes common stockholders' equity,
noncumulative perpetual preferred stock and related surplus, and minority
interests in the equity accounts of consolidated subsidiaries, less
nonqualifying intangible assets. In determining compliance with the capital
standards, a savings association must deduct from capital its entire investment
in and loans to any subsidiary engaged in activities not permissible for a
national bank, other than subsidiaries (i) engaged in such non-permissible
activities solely as agent for their customers; (ii) engaged in mortgage banking
activities; or (iii) that are themselves savings associations or companies, the
only investment of which is another savings association, acquired prior to May
1, 1989.

Capital requirements higher than the generally applicable minimum requirement
may be established for a particular savings association if the OTS determines
that the association's capital was or may become inadequate in view of its
particular circumstances. Individual minimum capital requirements may be
appropriate where the savings association is receiving special supervisory
attention, has a high degree of exposure to interest rate risk, losses resulting
in capital inadequacy, poor liquidity or cash flow, or poses other safety or
soundness concerns.

In determining compliance with the risk-based capital requirements, a savings
association must determine its interest rate risk and, if such risk exceeds a
certain level, it must deduct an interest rate risk component in calculating its
total capital for purposes of determining whether it meets its risk-based
capital requirements. An association's interest rate risk (IRR) is measured by
the decline in the net portfolio value resulting from a 200 basis point increase
or decrease in market interest rates. If an association's measured IRR exposure
exceeds 2%, it must then deduct an IRR component from total capital for
determining its risk-based capital requirement.

Savings Bank's Subsidiaries. The OTS regulations permit federal savings
associations to invest in the capital stock, obligations or specified types of
securities of subsidiaries known as "service corporations" and as "operating
subsidiaries". Operating subsidiaries may engage in any activity in which the
savings association may engage. There is no limit as to the amount of the
investment in an operating subsidiary. A service corporation may engage in
certain specified activities. The savings association may make loans to a
service corporation and joint ventures in which a service corporation is a
participant in an aggregate amount not exceeding 3% of an association's assets,
provided any investment over 2% is used for specified community or inner-city
development purposes. The FDIC may, after consultation with the OTS, prohibit
specific activities if it determines such activities pose a serious threat to
SAIF.

                                       11
<PAGE>

Assessments. Savings associations are required by OTS regulation to pay
assessments to the OTS to fund the operations of the OTS. The general assessment
is computed upon the savings association's total assets, condition, and
complexity of its operations, including consolidated subsidiaries, as reported
in United's latest quarterly Thrift Financial Report. United's total assessment
for the year ended December 31, 2004 was $74,000.

Acquisitions and Branching

The Bank Holding Company Act specifically authorizes a bank holding company,
upon receipt of appropriate regulatory approvals, to acquire control of any
savings association or holding company thereof wherever located. Similarly, a
savings and loan holding company may acquire control of a bank. Moreover,
federal savings associations may acquire or be acquired by any insured
depository institution. Regulations promulgated by the Federal Reserve Board
restrict the branching authority of savings associations acquired by bank
holding companies.

The OTS has adopted regulations which permit nationwide branching to the extent
permitted by federal statute. Federal statutes permit federal savings
associations to branch outside of their home state if the association meets the
domestic building and loan test in Section 7701(a)(19) of the Internal Revenue
Code or the asset composition test of Section7701(c) of the Internal Revenue
Code. Branching that would result in the formation of a multiple savings and
loan holding company controlling savings associations in more than one state is
permitted if the law of the state in which the savings association to be
acquired is located specifically authorizes acquisitions of its state-chartered
associations by state-chartered associations or their holding companies in the
state where the acquiring association or holding company is located. Moreover,
Indiana banks and savings associations are permitted to acquire other Indiana
banks and savings associations and to establish branches throughout Indiana.

Transactions with Affiliates

Pursuant to the Home Owners' Loan Act, transactions engaged in by a savings
association or one of its subsidiaries with affiliates of the savings
association generally are subject to the affiliate transaction restrictions
contained in Sections 23A and 23B of the Federal Reserve Act and Regulation W in
the same manner and to the same extent as such restrictions now apply to
transactions engaged in by a member bank or one of its subsidiaries with
affiliates of the member bank. Section 23A of the Federal Reserve Act imposes
both quantitative and qualitative restrictions on transactions engaged in by a
member bank or one of its subsidiaries with an affiliate, while Section 23B of
the Federal Reserve Act requires, among other things, that all transactions with
affiliates be on terms substantially the same, and at least as favorable to the
member bank or its subsidiary, as the terms that would apply to or would be
offered in a comparable transaction with an unaffiliated party. Loans to
executive officers, directors, and principal shareholders must comply with
Section 22(h) of the Federal Reserve Act, which requires these loans be made on
terms substantially the same as offered in comparable transactions to other
persons. United was in compliance with these rules at December 31, 2004.

Federal Home Loan Bank System

United is a member of the Federal Home Loan Bank of Indianapolis. The Federal
Home Loan Bank System consists of 12 regional Federal Home Loan Banks ("FHLBs"),
each subject to supervision and regulation by the Federal Housing Finance Board
(the "FHFB"). The FHLBs provide a central credit facility for members. As a
member of the FHLB of Indianapolis, United is required to own shares of capital
stock in the FHLB in an amount at least equal to 1% of the aggregate principal
amount of its unpaid residential mortgage loans, home purchase contracts, and
similar obligations at the beginning of each year, or 1/20 of its advances
(borrowings) from the FHLB, whichever is greater. As of December 31, 2004,
United was in compliance with this requirement.

Check Clearing for the 21st Century Act.

Effective October 28, 2004, the Federal Reserve adopted final amendments to
Regulation CC and its commentary to implement the Check Clearing for the 21st
Century Act (the "Check 21 Act"). The Check 21 Act was enacted on October 28,
2003 and became effective on October 28, 2004.

To facilitate check truncation and electronic check exchange, the Check 21 Act
authorizes a new negotiable instrument called a "substitute check" and provides
that a properly prepared substitute check is the legal equivalent of the
original check for all purposes. A substitute check is a paper reproduction of
the original check that can be processed just like the

                                       12
<PAGE>

original check. The Check 21 Act does not require any bank to create substitute
checks or to accept checks electronically. The Federal Reserve's amendments: (i)
set forth the requirements of the Check 21 Act that apply to all banks,
including those that choose not to create substitute checks; (ii) provide a
model disclosure and model notices relating to substitute checks; and (ii) set
forth bank endorsement and identification requirements for substitute checks.
The amendments also clarify some existing provisions of the rule and commentary.

USA Patriot Act

The Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (the "USA Patriot Act") is intended
to strengthen the ability of U. S. Law Enforcement to combat terrorism on a
variety of fronts. The potential impact of the USA Patriot Act on financial
institutions is significant and wide-ranging. The USA Patriot Act contains
sweeping anti-money laundering and financial transparency laws and requires
financial institutions to implement additional policies and procedures with
respect to, or additional measures designed to address, any or all of the
following matters, among others: money laundering, suspicious activities and
currency transaction reporting; and currency crimes.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") represents a
comprehensive revision of laws affecting corporate governance, accounting
obligations and corporate reporting. Among other requirements, the
Sarbanes-Oxley Act established: (i) new requirements for audit committees of
public companies, including independence, expertise, and responsibilities; (ii)
additional responsibilities regarding financial statements for the chief
executive officers and chief financial officers of reporting companies; (iii)
new standards for auditors and regulation of audits; (iv) increased disclosure
and reporting obligations for reporting companies regarding various matters
relating to corporate governance, and (v) new and increased civil and criminal
penalties for violation of the securities laws.

Other Laws and Regulations

Federal law extensively regulates other various aspects of the banking business
such as reserve requirements. Current federal law also requires financial
institutions, among other things, to make deposited funds available within
specified time periods. In addition, with certain exceptions, a financial
institution and a subsidiary may not extend credit, lease or sell property or
furnish any services or fix or vary the consideration for the foregoing on the
condition that (i) the customer must obtain or provide some additional credit,
property or services from, or to, any of them, or (ii) the customer may not
obtain some other credit, property or service from a competitor, except to the
extent reasonable conditions are imposed to assure the soundness of credit
extended.

Interest and other charges collected or contracted for by United are subject to
state usury laws and federal laws concerning interest rates. United's loan
operations are also subject to federal laws applicable to credit transactions,
such as the:

     o    Truth-In-Lending Act, governing disclosures of credit terms to
          consumer borrowers;
     o    Home Mortgage Disclosure Act of 1975, requiring financial institutions
          to provide information to enable the public and public officials to
          determine whether a financial institution is fulfilling its obligation
          to help meet the housing needs of the community it serves;
     o    Equal Credit Opportunity Act, prohibiting discrimination on the basis
          of race, creed or other prohibited factors in extending credit;
     o    Fair Credit Reporting Act of 1978, governing the use and provision of
          information to credit reporting agencies;
     o    Fair Debt Collection Act, governing the manner in which consumer debts
          may be collected by collection agencies; and
     o    rules and regulations of the various federal agencies charged with the
          responsibility of implementing such federal laws.

The deposit operations of United also are subject to the:

     o    Customer Information Security Guidelines. The federal bank regulatory
          agencies have adopted final guidelines (the "Guidelines") for
          safeguarding confidential customer information. The Guidelines require
          each financial institution,

                                       13
<PAGE>

          under the supervision and ongoing oversight of its Board of Directors,
          to create a comprehensive written information security program
          designed to ensure the security and confidentiality of customer
          information, protect against any anticipated threats or hazards to the
          security or integrity of such information; and protect against
          unauthorized access to or use of such information that could result in
          substantial harm or inconvenience to any customer.

     o    Electronic Funds Transfer Act, and Regulation E. The Electronic Funds
          Transfer Act, which is implemented by Regulation E, governs automatic
          deposits to and withdrawals from deposit accounts and customers'
          rights and liabilities arising from the use of automated teller
          machines and other electronic banking service.

Additional legislation and administrative actions affecting the banking industry
is often considered by Congress, state legislatures and various regulatory
agencies. It cannot be predicted with certainty whether such legislation or
administrative action will be enacted or the extent to which the banking
industry in general or Fidelity and United in particular would be affected.

Effect of Governmental Monetary Policies

Our earnings are affected by domestic economic conditions and the monetary and
fiscal policies of the United States government and its agencies. The Federal
Reserve Bank's monetary policies have had, and are likely to continue to have,
an important impact on the operating results of commercial banks through its
power to implement national monetary policy in order, among other things, to
curb inflation or combat a recession. The monetary policies of the Federal
Reserve Board have major effects upon the levels of bank loans, investments and
deposits through its open market operations in United States government
securities and through its regulation of the discount rate on borrowings of
member banks and the reserve requirements against member bank deposits. It is
not possible to predict the nature or impact of future changes in monetary and
fiscal policies.


ITEM 2.  PROPERTIES
-------------------

Fidelity, through United, currently operates its business from its home office
in Evansville and from four additional locations in Vanderburgh and Warrick
Counties, Indiana. The following table sets forth the location of Fidelity's
savings bank offices, which are all owned by United, as well as certain
additional information relating to these offices as of December 31, 2004.

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

          Office Location    Year Facility Opened        Net Book Value
-------------------------------------------------------------------------
Home Office                          1974                $800,000
18 NW Fourth Street
Evansville, IN  47708
-------------------------------------------------------------------------
Eastside Branch                      1997               1,544,000
700 S. Green River Rd
Evansville, IN  47715
-------------------------------------------------------------------------
Northside Branch                     1976                  81,000
4441 First Avenue
Evansville, IN  47710
-------------------------------------------------------------------------
Westside Branch                      1979                  69,000
4801 W. Lloyd Expressway
Evansville, IN  47712
-------------------------------------------------------------------------
Bell Oaks Branch                     2001                 456,000
8533 Bell Oaks Drive
Newburgh, IN  47630
-------------------------------------------------------------------------


ITEM 3.  LEGAL PROCEEDINGS
--------------------------

         There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the Registrant's business, to which the
Registrant or its subsidiaries is a party or of which any of their property is
the subject.

                                       14
<PAGE>

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

No matter was submitted to a vote of the Registrant's security holders during
the fourth quarter of the year ended December 31, 2004.

                                     PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERS
           MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
--------------------------------------------------------------------------

The discussion concerning the market for the registrant's common equity and
related shareholder matters and cash dividends by quarter for the current and
previous year appears under the heading "Market Summary" and "Quarterly Results
of Operations" included in Fidelity's 2004 Annual Report to Shareholders on page
3 and 31 respectively, and is incorporated herein by reference. As of February
28, 2005, Fidelity had 419 shareholders of record. Two shares of common stock
were repurchased in 2004 as a result of fractional shares paid out to
shareholders exiting Fidelity's dividend reinvestment plan.

ITEM 6.    SELECTED FINANCIAL DATA
--------------------------------

Selected Financial Data and other data included in Fidelity's 2004 Annual Report
to Shareholders on page 4 are incorporated herein by reference.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATION
--------------------------------------------------------------------------

Management's Discussion and Analysis of Financial Condition and Results of
Operation included in Fidelity's 2004 Annual Report to Shareholders on pages 5
through 31 is incorporated herein by reference.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
---------------------------------------------------------------------

The discussion concerning quantitative and qualitative disclosures about market
risk appears under the heading "Asset/Liability Management" included in
Fidelity's 2004 Annual Report to Shareholders on pages 21 and 22 and is
incorporated herein by reference.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------------------------------------------------------

Financial Statements and Supplementary Data included in Fidelity's 2004 Annual
Report to Shareholders on page 31 and is incorporated herein by reference.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURES
--------------------------------------------------------------------------

Not applicable.

ITEM 9A.   CONTROLS AND PROCEDURES
----------------------------------

(a)      Evaluation of Disclosure Controls and Procedures. Fidelity's Principal
         Executive Officer and Principal Financial Officer have concluded that
         Fidelity's disclosure controls and procedures (as defined in Rule
         13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
         amended), based on their evaluation of these controls and procedures as
         of the end of the period covered by this Form 10-K, are effective.

(b)      Changes in Internal Controls. There have been no changes in Fidelity's
         internal controls over financial reporting or in other factors that
         occurred during Fidelity's fourth fiscal quarter of 2004 that has
         materially affected, or is reasonably likely to materially affect,
         Fidelity's internal control over financial reporting.

                                       15
<PAGE>

Limitations of the Effectiveness of Controls. Fidelity's management, including
its Principal Executive Officer and Principal Financial Officer, does not expect
that Fidelity's disclosure controls and procedures and other internal controls
will prevent all error and fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within Fidelity have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.

The design of any system of controls is also based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote; over time, control may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may
occur and may not be detected.

ITEM 9B.  OTHER INFORMATION
---------------------------

Not Applicable

                                    PART III
                                    --------


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
          INFORMATION CONCERNING NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
---------------------------------------------------------------------------

         The following sets forth information as to each current Director and
each nominees and each executive officer. Each Director serves for a term of one
year and until his successor is duly elected and qualified. Each individual's
service with Fidelity began at the formation of Fidelity in 1993, unless
otherwise noted.

PAUL E. BECKER
--------------

Mr. Becker, 46 years of age, is a Director of Fidelity and a member of the Audit
Committee. He is President of Gaither Technologies STC of Evansville, which
designs, installs and maintains data systems and advanced telephone systems. Mr.
Becker joined the Board in 2001.

BRUCE A. CORDINGLEY
-------------------

Mr. Cordingley, 58 years of age, is a Director of Fidelity and served as
Chairman of the Board of Directors from October 1994 until April 1998, and
served as Chief Executive Officer of Fidelity from June 1995 to March 1996. He
continues to serve as a Director of Fidelity and as Chairman of the Company's
Executive Committee and in the other positions discussed below.

Except for the period from December 27, 1999 through May 18, 2000, Mr.
Cordingley has been a Director of United since 1992. Mr. Cordingley is President
of Pedcor Investments, a limited liability company, located in Indianapolis,
Indiana, the principal business of which is real estate-oriented investment and
development. In 1997 he became President of Pedcor Bancorp, the holding company
of International City Bank, N.A., Long Beach, California. He is also a Director
of International City Bank, N.A. Mr. Cordingley is an attorney and was a partner
in the law firm of Ice, Miller, Donadio and Ryan in Indianapolis, Indiana from
1973 to February 1992.

JACK CUNNINGHAM
---------------

Mr. Cunningham, 74 years of age, is a Director of Fidelity and serves as
Chairman of Fidelity and United since April 1998. Mr. Cunningham serves as
Secretary of Fidelity and United. He served as President of Fidelity from May
1994 through October 1994 and as President of United from May 1994 through
December 1994. Mr. Cunningham again served as

                                       16
<PAGE>

President and CEO of United from March 1997 until January 1998. Mr. Cunningham
has been a Director of United since 1985 and an officer of United since 1974.

MICHAEL A. ELLIOTT
------------------

Mr. Elliott, 46 years of age, a CPA was named to the board of directors of
Fidelity and United, effective January 21, 2004. Mr. Elliott also serves as
Chairman of the Audit Committee. Mr. Elliott has served as Chief Financial
Officer and Treasurer of Anchor Industries, Inc. since 1997. Prior to joining
Anchor, Mr. Elliott was a manager with Geo. S. Olive and Co. LLC.

DONALD R. NEEL
--------------

Mr. Neel, 41 years of age, is a Director of Fidelity and also serves as its
President and CEO. He previously served as Fidelity's Chief Financial Officer
from 1993 to September 2002. Mr. Neel has served as President since October 2001
and CEO since October 2002. Mr. Neel also has served as President and Chief
Executive Officer of United since July 2000.

GERALD K. PEDIGO
----------------

Mr. Pedigo, 67 years of age, is a Director of Fidelity and has served as a
member of the Executive Committee since his election to the Board in May 2000.
He has been Chairman of Pedcor Investments, a limited liability company, since
1987. In 1997 he became he became Chairman of Pedcor Bancorp, the holding
company of International City Bank, Long Beach, California. He is also a
Director of International City Bank, N.A.

BARRY A. SCHNAKENBURG
---------------------

Mr. Schnakenburg, 57 years of age, is a Director of Fidelity and a member of the
Audit Committee and has served as a Director of United since 1990. Mr.
Schnakenburg has served as the President of U.S. Industries Group, Inc. for the
past 11 years. U.S. Industries Group, Inc. is a building contractor located in
Evansville, Indiana.

PHILLIP J. STOFFREGEN
---------------------

Mr. Stoffregen, 46 years of age, is a Director of Fidelity and has served as a
member of the Executive Committee since his election to the Board in May 2000.
Mr. Stoffregen was an associate and then a partner with the law firm Ice,
Miller, Donadio and Ryan in Indianapolis from 1984 to 1992. Since 1992, Mr.
Stoffregen has served as Executive Vice President of Pedcor Investments where he
is responsible for development and financing matters. He also was a director of
Martin Luther King Community Development Corporation from 1991 to 1997 and from
1998 to present.

MARK A. ISAAC
-------------

Mr. Isaac, 40 years of age, is the Vice President and Chief Financial Officer of
Fidelity. He assumed the responsibilities of Chief Financial Officer in
September 2002. Prior to that time, he served as the Vice President and
Controller of Fidelity. He has served as Senior Vice President and Chief
Financial Officer of United since July 2000 to present.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires Fidelity's directors and
executive officers, and persons who own more than 10% of a registered class of
Fidelity's equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of Fidelity common stock and other equity
securities of Fidelity. Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish Fidelity with copies of all Section
16(a) forms they file. Based solely upon a review of Forms 3, 4 and 5 and
amendments thereto furnished to Fidelity, to the best knowledge of Fidelity
during its most recent fiscal year all officers, directors and greater than 10%
beneficial owners of Fidelity timely filed all reports required by Section 16(a)
of the Securities Exchange Act.

         The 2004 Annual Report to Shareholders, containing financial statements
for the year ended December 31, 2004, and other information concerning the
operations of Fidelity is enclosed herewith, but is not to be regarded as proxy
soliciting material.

                                       17
<PAGE>

                          REPORT OF THE AUDIT COMMITTEE


The members of the Audit Committee for 2004 include Chairman Michael A. Elliott,
Paul E. Becker and Barry A. Schnakenburg. All members of our Audit Committee are
independent under the definition of independence set out in the NASD listing
standards. The Board of Directors has determined that Chairman Michael A.
Elliott is an "audit committee financial expert" as defined in Item 401(h) of
SEC Regulation S-K. The Audit Committee held five meetings during 2004.

The Audit Committee, among other things, is directly responsible for the
selection, oversight and compensation of our independent public accountants. It
is also responsible for meeting with the independent auditors and the
appropriate corporate officers to review matters relating to corporate financial
reporting and accounting procedures and policies, the adequacy of financial,
accounting and operating controls, and the scope of the audits of our
independent auditors and our internal auditors. In addition, the Audit Committee
is responsible for reviewing and reporting the results of each audit and making
recommendations it may have to the board of directors with respect to financial
reporting and accounting practices, policies, controls and safeguards. The Audit
committee has adopted a written charter, a copy of which was included with the
proxy statement for our 2003 annual meeting of shareholders.

Code of Ethics

         Upon written request, Fidelity Federal Bancorp will provide without
charge to each shareholder a copy of Fidelity's annual report on Form 10-K which
is required to be filed with the Securities and Exchange Commission for the year
ended December 31, 2004, and a copy of Fidelity's Code of Ethics that applies to
its principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions. All
requests should be addressed to:

                       John Stewart, Shareholder Relations
                            Fidelity Federal Bancorp
                               18 NW Fourth Street
                                   PO Box 1347
                         Evansville, Indiana 47706-1347

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------


EXECUTIVE COMPENSATION AND OTHER INFORMATION

Five-Year Total Shareholder Return

         The following indexed graph indicates Fidelity's total return to its
shareholders on its common stock for the past five years, assuming dividend
reinvestment, as compared to total return for the NASDAQ Market Index and the
Peer Group Index (which is a line-of-business index prepared by an independent
third party consisting of savings and loan holding companies or federally
chartered savings institutions with the same SIC number as Fidelity and which
have been publicly traded for at least six years). The comparison of total
return on investment for each of the periods assumes that $100 was invested on
January 1, 2000, in each of Fidelity, the NASDAQ Market Index, and the Peer
Group Index.

                                       18
<PAGE>

                        [PREFORMANCE CHART APPEARS HERE]
     ------------------------------------------------------------------
                         1999    2000    2001    2002    2003    2004
     ------------------------------------------------------------------
     Fidelity Federal   100.00  110.00  195.20  120.00  126.40  148.80
     ------------------------------------------------------------------
     SIC Code Index     100.00  154.96  168.65  202.72  295.72  336.19
     ------------------------------------------------------------------
     NASDAQ
     Market Index       100.00   62.85   50.10   34.95   52.55   56.97
     ------------------------------------------------------------------

Compensation Committee Report

         Decisions on compensation of Fidelity's executives are made by the
Executive Committee of the Board of Directors of Fidelity, which also serves as
the Compensation Committee. All decisions of the Executive Committee relating to
the compensation of Fidelity's officers are reviewed by the full Board of
Directors. Set forth below is a report submitted by Messrs. Cordingley,
Schnakenburg, and Stoffregen, in their capacity as the Board's Executive
Committee, addressing Fidelity's compensation policies for the year ended
December 31, 2004 as they affected Fidelity's executive officers.

         Compensation Policies Toward Executive Officers.
         -----------------------------------------------

         The Executive Committee's executive compensation policies are designed
to provide competitive levels of compensation to the executive officers and to
reward officers for satisfactory individual performance and for satisfactory

                                       19
<PAGE>

performance of Fidelity as a whole. There are no established goals or standards
relating to performance of Fidelity which have been utilized in setting
compensation of individual employees.


Base Salary.
-----------

         Each executive officer is reviewed individually by the Executive
Committee, which includes an analysis of the performance of Fidelity. In
addition, the review includes, among other things, an analysis of the
individual's performance during the past fiscal year, focusing primarily upon
the following aspects of the individual's job or characteristics of the
individual exhibited during the most recent fiscal year: quality and quantity of
work; supervisory skills; dependability; initiative; attendance; overall skill
level; and overall value to Fidelity.

         Other Compensation Plans.
         ------------------------

         At various times in the past Fidelity has adopted certain broad based
employee benefit plans in which the senior executives are permitted to
participate on the same terms as non-executive employees who meet applicable
eligibility criteria, subject to any legal limitations on the amount that may be
contributed or the benefits that may be payable under the plans.

         Benefits.
         --------

         Fidelity provides medical, defined benefit, and defined contribution
plans to the senior executives that are generally available to the other
Fidelity employees. As of January 1, 2004 the defined benefit plan was frozen.
The amount of perquisites, as determined in accordance with the rules of the SEC
relating to executive compensation, did not exceed 10% of salary and bonus for
year 2004.

         Mr. Neel's 2004 Compensation.
         ----------------------------

         Regulations of the Securities and Exchange Commission require that the
Executive Committee disclose the Committee's basis for compensation reported for
any individual who served as the Chief Executive Officer during the last fiscal
year. Mr. Neel's salary was determined in the same manner as discussed above for
other senior executives. Mr. Neel has served as CEO of Fidelity from October
2002 to present.

Current Members of the Executive Committee:

Bruce A. Cordingley  (Chairman)
Barry A. Schnakenburg
Phillip J. Stoffregen

Compensation Committee Interlocks and Insider Participation

         During the past fiscal year, no executive officer served on the
Executive Committee, which serves as the Compensation Committee. No executive
officer participated in any discussion or voting with respect to his respective
salary as an executive officer and was not present in the room during the
discussion by the Executive Committee of his respective compensation.

                                       20
<PAGE>

Summary Compensation Table

         The following table sets forth, for the 12 months ended December 31,
2004, 2003, and 2002, the cash compensation paid by Fidelity or its
subsidiaries, as well as certain other compensation paid or awarded during those
years, to the Chief Executive Officer of Fidelity at any time during the year
ended December 31, 2004 and any executive officers of Fidelity or United whose
salary and bonus exceeded $100,000 during the year ended December 31, 2004.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                           Annual Compensation                         Long-Term Compensation
--------------------------------------------------------------------------------------------------
                                                                    Securities
Name and Principal                                Other Annual      Underlying       All Other
    Position          Year     Salary    Bonus   Compensation (1)  Options/SARs   Compensation (2)
--------------------------------------------------------------------------------------------------
<S>                 <C>       <C>       <C>          <C>             <C>             <C>
Donald R. Neel,     12/31/04  $195,000  $18,500         0                833           1,792
President, CEO
and Director
--------------------------------------------------------------------------------------------------
                    12/31/03  $184,385     0            0                  0          $1,850
--------------------------------------------------------------------------------------------------
                    12/31/02  $180,318     0            0              2,083          $1,804
--------------------------------------------------------------------------------------------------
</TABLE>

(1)  While officers enjoy certain perquisites, such perquisites do not exceed
     the lesser of $50,000 or 10% of such officer's salary and bonus and are not
     required to be disclosed by applicable rules of the SEC.

(2)  Consists of contributions by Fidelity under Fidelity's Retirement Savings
     401(k) Plan.

1993 Directors' Stock Option Plan

         The 1993 Directors' Stock Option Plan ("Directors' Plan") which
provided for the grant of non-qualified stock options to individuals who are
directors of Fidelity or any of its subsidiaries to acquire shares of common
stock of Fidelity for a price of not less than $2 above the average of the high
and low bid quotations as reported by NASDAQ for the common stock of Fidelity
for the five trading days immediately preceding the date the option is granted.
The plan has expired, however as of March 1, 2005 there were options for 9,895
shares outstanding.


                      1995 Key Employees' Stock Option Plan

         The Key Employees' Plan provides for the grant of incentive stock
options and non-qualified stock options to acquire shares of common stock of
Fidelity for a price of not less than the fair market value of the share on the
date which the option is granted. A total of 19,708 shares were reserved for
issuance under the Key Employees Plan. The option price per share for each
incentive stock option granted to an employee must not be less than the fair
market value of the share of common stock on the date the option is granted. The
option price per share for an incentive stock option granted to an employee
owning 10% or more of the common stock of Fidelity must not be less than 110% of
the fair market value of the share on the date that the option is granted. The
option price per share for non-qualified stock options will be determined by the
Administrative Committee of the Key Employees' Plan, but may not be less than
100% of the fair market value of a share of common stock on the date of the
grant of the option.

         The Key Employees' Plan expired on March 15, 2005, except outstanding
options will remain in effect until they have been exercised, terminated,
forfeited, or have expired. As such, options may be outstanding under the Key
Employees' Plan through March 15, 2015. As of March 1, 2005 there were options
for 14,244 shares outstanding.

Options Grants in Last Fiscal Year

The following table provides details regarding stock options granted to Mr. Neel
in 2004. In addition, in accordance with the rules of the Securities and
Exchange Commission, there are shown the hypothetical gains or "options spreads"
that would exist for respective options. These gains are based on assumed rates
of annual compound stock price appreciation of five percent (5%) and ten percent
(10%) from the date the options were granted over the full option term. Gains
are

                                       21
<PAGE>

reported net of the option exercise price, but before any effect of taxes. In
assessing these values, it should be kept in mind that no matter what value is
placed on a stock option on the date of grant, its ultimate value will be
dependent on the market value of Fidelity's stock at a future date, and that
value would depend on the efforts of such executive to foster the future success
of Fidelity for the benefit of all shareholders. The amounts reflected in the
table may not necessarily be achieved. The shares and exercise price have been
adjusted for the reverse and forward stock splits at March 1, 2005.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                 Percent of
                                   total
                   Number of      options                       Market
                    Shares       granted to                    Price on                   Potential Realizable Value
                  Underlying     employees     Exercise or     Date of                     at Assumed Rates of Stock
                    Options      in Fiscal     Base Price       Grant       Expiration      Price Appreciation for
     Name           Granted       Year (%)      ($/Share)     ($/Share)        Date               Option Term
---------------------------------------------------------------------------------------------------------------------
                                                                                             5% ($)        10% ($)
---------------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>           <C>           <C>           <C>  <C>        <C>           <C>
Donald R. Neel        833           44.4          18.90         18.90         1/21/14         9,905         25,101
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values Table

         The following table shows for the named executive officer the shares
covered by both exercisable and non-exercisable stock options as of December 31,
2004. Mr. Neel did not exercise any options during 2004. The shares and exercise
price have been adjusted for the reverse and forward stock splits at March 1,
2005.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                              Number of Unexercised Stock Options       Value of Unexercised In-the-Money Options
                                            12/31/04                                   at 12/31/04
--------------------------------------------------------------------------------------------------------------------
          Name                Exercisable           Unexercisable           Exercisable           Unexersiable
--------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                  <C>                     <C>
Donald R. Neel                    625                     0                   N/A (1)                  N/A
--------------------------------------------------------------------------------------------------------------------
                                  494                     0                   N/A (2)                  N/A
--------------------------------------------------------------------------------------------------------------------
                                 2,083                    0                   N/A (3)                  N/A
--------------------------------------------------------------------------------------------------------------------
                                 1,250                    0                   $4,950                    0
--------------------------------------------------------------------------------------------------------------------
                                 1,250                   833                  N/A (4)                  N/A
--------------------------------------------------------------------------------------------------------------------
                                  167                    666                   $570                  $2,280
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The bid price of Fidelity's Common Stock at December 31, 2004 ($22.32 per
     share) was less than the exercise price ($129.72 per share).

(2)  The bid price of Fidelity's Common Stock at December 31, 2004 ($22.32 per
     share) was less than the exercise price ($34.56 per share).

(3)  The bid price of Fidelity's Common Stock at December 31, 2004 ($22.32 per
     share) was less than the exercise price ($48.00 per share).

(4)  The bid price of Fidelity's Common Stock at December 31, 2004 ($22.32 per
     share) was less than the exercise price ($38.04 per share).

                                       22
<PAGE>

Other Employee Benefit Plans

         Pension Plan
         ------------

         Fidelity participated in a defined benefit pension plan sponsored by
the Financial Institutions Retirement Fund, a non-profit, tax qualified,
tax-exempt pension plan and trust in which Federal Home Loan Banks, savings and
loan associations and similar institutions participate ("Pension Plan").
Effective January 1, 2004 the annual benefit provided under the Pension Plan was
amended to freeze the plan. As a result the annual retirement benefit payable to
a participant at age 65 will not increase after January 1, 2004. In addition, no
new employees shall become a participant in the plan after January 1, 2004. All
employees of Fidelity or its subsidiaries who work a minimum of 1,000 hours per
year were covered by the Pension Plan and become active participants upon
completion of one year of service and attainment of age 21. Participants are not
required or allowed to make contributions to the Pension Plan.

         A participant in the Pension Plan is entitled to receive benefits based
upon years of service for Fidelity or its subsidiaries and a percentage of the
individual's career average annual salary, without deduction for Social Security
benefits up to the date the Pension Plan was frozen. For purposes of computing
benefits, "salary" includes an employee's regular base salary or wage inclusive
of bonuses and overtime but is exclusive of special payments such as fees,
deferred compensation, severance payments and contributions by Fidelity to the
Pension Plan.

         Participants become fully vested in their benefits after completion of
five (5) years of service. Upon attaining age sixty-five (65), participants
become one hundred percent (100%) vested in their benefits provided by Fidelity
under the Pension Plan, regardless of years of service. Benefits are payable at
normal retirement age (age 65). The Pension Plan also contains provisions for
the payment of benefits on the early retirement, late retirement or death of a
participant.

         The regular benefit under the Pension Plan to be paid on a
participant's retirement is a monthly pension for the life of a participant with
minimum guaranteed benefit. The Pension Plan provides that married participants
will receive the regular retirement benefit in the form of an actuarially
equivalent joint and survivor annuity. Optional forms of payments are available
to all participants; however, married participants must obtain written spousal
consent to the distribution of benefits in a form other than a joint and
survivor annuity.

         No contributions were made to the Pension Plan by Fidelity in 2004 or
2003.

Annual Benefit at Normal Retirement
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Career Average                                               Years of Service
Salary
--------------------------------------------------------------------------------------------------------------------

                         10 years      15 years     20 years     25 years     30 years     35 years     40 years
--------------------------------------------------------------------------------------------------------------------
<S>   <C>                 <C>           <C>          <C>          <C>          <C>          <C>          <C>
      $ 100,000            5,000         7,500       10,000       12,500       15,000       17,500       20,000
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
      $ 125,000            6,250         9,375       12,500       15,625       18,750       21,875       25,000
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
      $ 150,000            7,500        11,250       15,000       18,750       22,500       26,250       30,000
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
      $ 175,000            8,750        13,125       17,500       21,875       26,250       30,625       35,000
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
      $ 200,000           10,000        15,000       20,000       25,000       30,000       35,000       40,000
--------------------------------------------------------------------------------------------------------------------
</TABLE>

         The table set forth above shows estimated annual benefits payable at
normal retirement to persons in specified remuneration classifications. The
benefit amounts presented in the totals are annual pension amounts for the life
of the participant, with a minimum guaranteed benefit of ten (10) years, for a
participant at normal retirement (age 65) with the years of service set forth
below with no deduction for Social Security or other offset amounts. The maximum
compensation which may be taken into account for any purpose under the Pension
Plan is limited by the Internal Revenue Code to $165,000 for 2004. As of
December 31, 2004, Donald R. Neel had eleven years of service under the Pension
Plan.

                                       23
<PAGE>

         Retirement Savings Plan.
         -----------------------

         In 1994 Fidelity adopted a defined contribution plan under Internal
Revenue Code Section 401(k) in which substantially all employees may
participate. Under this plan, employees may contribute up to 15% of pay, and
contributions up to 6% are supplemented by Fidelity contributions. Fidelity
contributions are made at the rate of $0.25 for each dollar contributed by the
participant. Participants may elect to have all or a portion of their
contributions made on a tax-deferred basis pursuant to provisions in the plan
meeting the requirements of Section 401(k) of the Internal Revenue Code.
Fidelity's expense for the plan was $19,000 for the year ended December 31,
2004.

Compensation of Directors

         The Directors of Fidelity and United were compensated for their
services in each capacity in the amount of $200 for each company Board served
per month in the amount of $400 or $4,800 per year. The five Directors of United
for the twelve months ended December 31, 2004 were also Directors of Fidelity.
Executive Committee members receive an additional $100 per month for their
services. The maximum compensation received by any Director for his service on
the Board was $8,200 for the year ended December 31, 2004. Directors who are
also salaried employees receive no director fees.

Employment Contracts

         Mr. Neel entered into an Employment Agreement with Fidelity in May
2000. The term of the Employment Agreement is 3 years, which may be extended
annually for successive 1 year periods. Mr. Neel's Employment Agreement was
extended another year to May 2005. Effective May 19, 2000 Mr. Neel shall earn an
annual base salary of not less than $140,000. If during the one year period
following a prospective change in control, as defined in the Employment
Agreement, he is terminated for any reason other than cause, disability,
retirement or death, or if he resigns due to a material breach of the Employment
Agreement by Fidelity, he is entitled to an amount equal to 2.99 times his
average annual base salary and bonus for the previous five (5) years. In
addition, Fidelity must maintain for three years following termination all
employee welfare plans and programs in which he was entitled to participate
prior to termination, and reimburse him for the cost of obtaining such benefits
for the first 24 months following termination. If Mr. Neel is terminated for any
reason other than cause, disability, retirement or death, or if he resigns due
to a material breach of the Employment Agreement by Fidelity, and such
termination or resignation does not follow a change in control, he is entitled
to an amount equal to his base salary during the remaining term of the
Employment Agreement. In addition, Fidelity must maintain for the remainder of
the term of the Employment Agreement all employee welfare plans and programs in
which he was entitled to participate prior to termination, and reimburse him for
the cost of obtaining such benefits. No payments may be made pursuant to the
Employment Agreement if the payments would, among other things, be considered by
a federal or state regulatory authority having jurisdiction over Fidelity an
unsafe or unsound practice. The Employment Agreements also provide a 3-year
covenant not to compete and covenants regarding confidentiality.







                                       24
<PAGE>

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED SHAREHOLDER MATTERS
-----------------------------------------------------------------------------

Beneficial Ownership
         The following table sets forth information regarding the beneficial
ownership of Fidelity's common stock as of March 1, 2005 by the only
shareholders known by Fidelity to beneficially own 5% or more of the issued and
outstanding shares of common stock of Fidelity. The share information and
percent of class take into consideration the reverse and forward stock splits
and fractional shares cashed out at March 1, 2005.

------------------------------------------------------------------------------
             Name and Address of     Amount and Nature of     Percent of Class
               Beneficial Owner    Beneficial Ownership (1)
------------------------------------------------------------------------------
Bruce A. Cordingley                      679,940 (2)               83.95%
Gerald K. Pedigo
Phillip J. Stoffregen
770 3rd Avenue Southwest
Carmel, IN  46032
------------------------------------------------------------------------------
M. Brian Davis                            61,660 (3)               7.86%
7731 Newburgh Road
Evansville, IN  47715
------------------------------------------------------------------------------

(1)  This information is based on Schedule 13D and 13G Reports filed by the
     beneficial owner with the Securities and Exchange Commission (the "SEC")
     pursuant to applicable provisions of the Securities Exchange Act of 1934
     ("Exchange Act"), as of March 1, 2005, and any other information provided
     to Fidelity by the beneficial owner. It does not reflect any changes in
     those shareholdings which may have occurred since that date. Beneficial
     ownership is direct except as otherwise indicated by footnote.

(2)  This amount represents shares beneficially owned by Messrs. Cordingley,
     Pedigo and Stoffregen and Pedcor Holdings, LLC, and Pedcor Bancorp, which
     have filed a Schedule 13D with the Securities and Exchange Commission as a
     "group." Each of these individuals and entities have expressly disclaimed
     beneficial ownership with respect to shares of common stock covered by the
     Schedule 13D not owned by him or it of record. These shares consist of (i)
     1,383 shares which Mr. Cordingley has the right to acquire upon exercise of
     stock options granted under Fidelity's 1993 Director's Stock Option Plan;
     817 shares which Mr. Pedigo has the right to acquire upon exercise of stock
     options granted under Fidelity's 1993 Director's Stock Option Plan; and 967
     shares which Mr. Stoffregen has the right to acquire pursuant to stock
     options granted from Fidelity's 1993 Director's Stock Option Plan. (i)
     642,500 shares owned by Pedcor Financial, LLC, (of which Mr. Cordingley is
     the President and CEO and 32.2% owner, Mr. Pedigo is the Chairman and 32.2%
     owner and Mr. Stoffregen is a Executive Vice President and 32.2% owner);
     (ii) 32,218 shares and 2,055 shares which Pedcor Financial, LLC (formerly
     Pedcor Holdings, LLC) and Pedcor Bancorp, respectively, have the right to
     acquire upon exercise of warrants.

(3)  Includes 11,660 shares which Mr. Davis has the right to acquire pursuant to
     the exercise of stock options.



                                       25
<PAGE>

Security Ownership of Management

         The following table sets forth certain information as of March 1, 2005,
with respect to the common stock of Fidelity beneficially owned by each Director
of Fidelity and by all executive officers and directors as a group. The share
information and percent of class take into consideration the reverse and forward
stock splits and fractional shares cashed out at March 1, 2005.

--------------------------------------------------------------------------------
                                         Number of Shares
Name                                    Beneficially Owned  Percent of Class (1)
--------------------------------------------------------------------------------
Bruce A. Cordingley (2)                       679,940               83.95%
Gerald K. Pedigo (2)
Phillip J. Stoffregen (2)
--------------------------------------------------------------------------------
Paul E. Becker (3)                                833                0.11%
--------------------------------------------------------------------------------
Jack Cunningham (4)                             5,306                0.68%
--------------------------------------------------------------------------------
Donald R. Neel (5)                             12,369                1.59%
--------------------------------------------------------------------------------
Barry A. Schnakenburg (6)                       5,008                0.65%
--------------------------------------------------------------------------------
All Executive Officers and Directors as
a Group (9) Persons) (7) (8)                  704,540               85.45%
--------------------------------------------------------------------------------

(1)  The information contained in this column is based upon information
     furnished to Fidelity as of February 28, 2005, by the individuals named
     above. The nature of beneficial ownership for shares shown in this column
     represents sole voting and investment power unless otherwise noted. At
     March 1, 2005, Fidelity had 772,500 shares of common stock outstanding.

(2)  This amount represents shares beneficially owned by Messrs. Cordingley,
     Pedigo and Stoffregen and Pedcor Holdings, LLC, and Pedcor Bancorp, which
     have filed a Schedule 13D with the Securities and Exchange Commission as a
     "group." Each of these individuals and entities have expressly disclaimed
     beneficial ownership with respect to shares of common stock covered by the
     Schedule 13D not owned by him or it of record. These shares consist of (i)
     1,383 shares which Mr. Cordingley has the right to acquire upon exercise of
     stock options granted under Fidelity's 1993 Director's Stock Option Plan;
     817 shares which Mr. Pedigo has the right to acquire upon exercise of stock
     options granted under Fidelity's 1993 Director's Stock Option Plan; and 967
     shares which Mr. Stoffregen has the right to acquire pursuant to stock
     options granted from Fidelity's 1993 Director's Stock Option Plan. This
     amount also includes (i) 642,500 shares owned by Pedcor Financial LLC, (of
     which Mr. Cordingley is the President and CEO and 32.2% owner, Mr. Pedigo
     is the Chairman and 32.2% owner and Mr. Stoffregen is a Executive Vice
     President and 32.2% owner); (ii) 32,218 shares and 2,055 shares which
     Pedcor Financial, LLC and Pedcor Bancorp, respectively, have the right to
     acquire upon exercise of warrants.

(3)  Includes 833 shares which Mr. Becker has the right to acquire pursuant to
     the exercise of stock options granted under Fidelity's 1993 Directors'
     Stock Option Plan.

(4)  Includes 2,500 shares held jointly with his spouse, Barbara Cunningham, and
     2,806 shares which Mr. Cunningham has the right to acquire pursuant to the
     exercise of stock options granted under Fidelity's 1993 Directors' Stock
     Option Plan.

(5)  Includes 2,500 shares held in Mrs. Neel's IRA, and 2,500 shares held in Mr.
     Neel's IRA. Also includes 7,369 shares which Mr. Neel has the right to
     acquire pursuant to the exercise of the stock options granted under
     Fidelity's 1995 Key Employees' Stock Option Plan.

(6)  Includes 2,508 shares which Mr. Schnakenburg has the right to acquire
     through the exercise of stock options granted under Fidelity's 1993
     Directors' Stock Option Plan.

(7)  Director Michael Elliott's shares were cashed out as a result of the
     reverse stock split.

(8)  Includes 1,083 shares which Mr. Isaac has the right to acquire pursuant to
     the exercise of stock options granted under the 1995 Key Employees' Stock
     Option Plan.

                                       26
<PAGE>

                      Equity Compensation Plan Information

The following table provides information on all existing Stock Option Plans of
Fidelity as of December 31, 2004. The shares and exercise price have been
adjusted for the reverse and forward stock splits at March 1, 2005.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                  Number of securities to be      Weighted average exercise
                                    issued upon exercise of         price of outstanding         Number of securities
                                     outstanding options,             options, warrants           remaining available
         Plan category                warrants and rights                and rights               for future issuance
                                              (a)                            (b)                          (c)
---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                <C>                         <C>
Equity compensation plans
approved by shareholders:
---------------------------------------------------------------------------------------------------------------------
Directors Plan                            9,895                             $75.96                          0
---------------------------------------------------------------------------------------------------------------------
1995 Key Employee Plan                   14,244                              41.28                      5,431
---------------------------------------------------------------------------------------------------------------------
Equity  compensation  plans not
approved by security holders:               N/A                                N/A                        N/A
---------------------------------------------------------------------------------------------------------------------

Total                                    24,139                             $55.44                      5,431
---------------------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

Certain Transactions and Other Matters Between Management and Fidelity

         Directors and executive officers of Fidelity and United and their
associates are customers of, and have had transactions with, Fidelity and United
in the ordinary course of business. Comparable transactions may be expected to
take place in the future. Directors of Fidelity may not obtain extensions of
credit from Fidelity or United. Loans made to non-director officers were made in
the ordinary course of business on substantially the same terms as those
prevailing at the time for comparable transactions with other persons. These
loans did not involve more than the normal risk of collectibility or present
other unfavorable features.

         During the fourth quarter of 2003, Fidelity entered into a $1.0 million
unsecured term loan note with Pedcor Bancorp which matured on June 30, 2004.
Fidelity paid off this note in March 2004. Messrs. Pedigo and Cordingley are
directors of Pedcor Bancorp. In addition, Mr. Pedigo is the chairman of the
board of directors of Pedcor Bancorp and owns 42.5% of its issued and
outstanding stock, Mr. Cordingley is the president and chief executive officer
of Pedcor Bancorp and owns 42.5% of its issued and outstanding stock, and Mr.
Stoffregen is the executive vice president of Pedcor Bancorp and owns 14.0% of
its issued and outstanding stock. This transaction was previously approved by
the Conflicts Committee of Fidelity in 2003 (neither Mr. Pedigo, Mr. Cordingley,
nor Mr. Stoffregen serve on this committee).



                                       27
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
-----------------------------------------------

           FEES TO INDEPENDENT AUDITOR FOR FISCAL YEARS 2004 AND 2003

         The following table sets forth the aggregate fees billed by BDK, LLP
for audit services rendered in connection with the consolidated financial
statements and reports for fiscal year 2004 and fiscal year 2003 and for other
services rendered during fiscal year 2004 and fiscal year 2003 on behalf of
Fidelity and its subsidiaries, as well as all out-of-pocket costs incurred in
connection with these services, which have been billed to the Company:

                                           Fiscal 2004       Fiscal 2003
Audit Fees                                   $57,583           $61,125
Audit Related Fees                            22,093             9,761
Tax Fees                                      14,472            25,708
All Other Fees                                 7,742             9,913
                                          -------------     ------------

         Total Fees                         $101,890          $106,507
                                          =============     ============



         Audit fees consist of fees billed for professional services rendered
for (i) the audit of Fidelity's consolidated financial statements, (ii) the
review of interim condensed consolidated financial statements included in
quarterly reports, (iii) the services that are normally provided by BKD in
connection with the statutory and regulatory filings or engagements, and (iv)
the attest services, except those not required by statute or regulation.

         Audit related fees consist of fees for assurance and related services
rendered by BKD that are reasonably related to the audit of Fidelity's
consolidated financial statements but are not reported under the category "Audit
Fees".

         Tax fees consist of fees billed to Fidelity for professional services
rendered for tax compliance, preparation and other tax services. Tax compliance
and preparation fees consists of fees billed for professional services related
to federal and state tax compliance, assistance with tax audits and appeals and
assistance related to the impact of mergers, acquisitions and divestitures on
tax return preparation. Other tax services consist of fees billed for other
miscellaneous tax consulting and planning and for preparation of income tax
returns.

         All other fees consist of fees for all other services other than those
reported above.

         All of the fees and services described above under "audit fees",
"audit-related fees" and "all other fees" were pre-approved by the Audit
Committee. The Audit Committee pre-approves all audit and permissible non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. The Audit
Committee has adopted a policy for pre-approval of services provided by the
independent auditors. Under the policy, pre-approval is detailed as to the
particular service or category of services and is subject to a specific budget.

         In addition, the Audit Committee may also pre-approve particular
services on a case-by-case basis. For each proposed service, the independent
auditor is required to provide detailed back-up documentation at the time of
approval. The Audit Committee may delegate pre-approval authority to one or more
of its members. Such a member must report any decisions to the Audit Committee
at its next scheduled meeting.

         The Audit Committee has considered whether, and determined that, the
provision of the services covered for the fees billed under "All Other Fees" is
compatible with maintaining the principal accountant's independence.

                                       28
<PAGE>

                                     PART IV
                                     -------

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
----------------------------------------------------

(a)  (1) The following consolidated financial statements are incorporated by
         reference in Item 8:


                                                                Page Numbers in
                                                                 Annual Report
                                                                 -------------
Independent Auditor's Report on
Consolidated Financial Statements                                      32

Consolidated Balance Sheet
December 31, 2004 and 2003                                             33

Consolidated Statement of Income-
For the years ended December 31, 2004, 2003 and 2002                34-36

Consolidated Statement of Changes in Shareholders' Equity -
For the years ended December 31, 2004, 2003 and 2002                   37

Consolidated Statement of Cash Flows -
For the years ended December 31, 2004, 2003 and 2002                38-39

Notes to consolidated Financial Statements                          40-69

     (2) See response to Item 15(a)(1). All other financial statement schedules
have been omitted because they are not applicable, or the required information
is shown in the consolidated financial statements or notes thereto.

     (3) List of Exhibits

Exhibit Number      Description
--------------      -----------

   3(i)(a)          Articles of Incorporation of Fidelity, filed as exhibit 3(a)
                    to Fidelity's 1995 Annual Report on Form 10-K, are
                    incorporated herein by reference.

   3(i)(b)          Articles of Amendment of the Articles of Incorporation of
                    Fidelity, filed as exhibit 4.1 with Fidelity's Registration
                    Statement on Form S-3 (file no. 333-53668), are incorporated
                    herein by reference.

   3(i)(c)          Articles of Amendment of the Articles of Incorporation of
                    Fidelity

   3(ii)            By-Laws of Fidelity, filed as exhibit 4.2 with Fidelity's
                    Registration Statement on Form S-3 (file no. 333-53668), are
                    incorporated herein by reference.

  10(a)             The 1993 Director's Stock Option Plan, filed as exhibit
                    10(d) to Fidelity's 1995 Annual Report on Form 10-K, is
                    incorporated herein by reference.

  10(b)             The 1995 Key Employee's Stock Option Plan, filed as exhibit
                    10(c) to Fidelity's 1996 Annual Report on Form 10-K, is
                    incorporated herein by reference.

  10(c)             Employment Agreement between Fidelity and Donald R. Neel,
                    filed as exhibit 10(d) to Fidelity's 2000 Annual Report on
                    Form 10-K, is incorporated herein by reference.

  13                2004 Annual Report to Shareholders (Except for the pages and
                    information expressly incorporated by reference in this Form
                    10-K, The Annual Report to Shareholders is provided

                                       29
<PAGE>

                    solely for the information of the Securities and Exchange
                    Commission and is not deemed "filed" as part of this Form
                    10-K)

  21                Subsidiaries of Fidelity Federal Bancorp

  31(a)             Rule 13a-14(a) Certification for Annual Report on Form 10-K
                    by Principal Executive Officer

  31(b)             Rule 13a-14(a) Certification for Annual Report on Form 10-K
                    by Principal Financial Officer

  32(a)             Section 1350 Certification of Principal Executive Officer
                    (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

  32(b)             Section 1350 Certification of Principal Financial Officer
                    (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)




(b)      Exhibits

         The response to this portion of Item 15 is submitted as a separate
section of this report.

(c)      Financial Statement Schedules

         The response to this portion of Item 15 is submitted as a separate
section of this report.



                                       30
<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, on the 29 day of March,
2005.

                                          FIDELITY FEDERAL BANCORP
                                          (Registrant)

                                          By  /S/ DONALD R. NEEL
                                              ---------------------------------
                                              Donald R. Neel
                                              President and CEO
                                              (Principal Executive Officer)

                                          By  /S/ MARK A. ISAAC
                                              ---------------------------------
                                              Mark A. Isaac, Vice President and
                                              Chief Financial Officer
                                              (Principal Financial Officer and
                                              Principal Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 29, 2005, by the following persons on behalf of
the registrant and in the capacities indicated.

By     /S/ JACK CUNNINGHAM
       ---------------------------------
       Jack Cunningham,
       Chairman

By     /S/ BRUCE A. CORDINGLEY
       ---------------------------------
       Bruce A. Cordingley, Director

By     /S/ PAUL E. BECKER
       ---------------------------------
       Paul E. Becker, Director

By     /S/ MICHAEL A. ELLIOTT
       ---------------------------------
       Michael A. Elliott, Director

By     /S/ DONALD R. NEEL
       ---------------------------------
       Donald R. Neel, Director

By     /S/ GERALD K. PEDIGO
       ---------------------------------
       Gerald K. Pedigo, Director

By     /S/ BARRY A. SCHNAKENBURG
       ---------------------------------
       Barry A. Schnakenburg, Director

By     /S/ PHILLIP J. STOFFREGEN
       ---------------------------------
       Phillip J. Stoffregen, Director


                                       31
<PAGE>

                                INDEX TO EXHIBITS
                                -----------------



Page  Exhibit Number                                            Exhibit
--------------------------------------------------------------------------------

       3(i)(c)  Articles of Amendment of the Articles of Incorporation of
                Fidelity

      13        2004 Annual Report to Shareholders

      21        Subsidiaries of Fidelity Federal Bancorp

      31(a)     Rule 13a-14(a) Certification for Annual Report on Form 10-K by
                Principal Executive Officer

      31(b)     Rule 13a-14(a) Certification for Annual Report on Form 10-K by
                Principal Financial Officer

      32(a)     Section 1350 Certification of Principal Executive Officer
                (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

      32(b)     Section Certification of Principal Financial Officer (pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002)




                                       32