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 (fee required)
                   For the fiscal year ended: June 30, 1997
                                      or
          [  ]  Transition Report Pursuant to Section 13 or 15(d) of
            the Securities Exchange Act of 1934 (no fee required)
               For the Transaction 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                               (I.R.S. Employer
    of Incorporation or                                   Identification No.)
       Organization)

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

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

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

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

                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's 1997 Annual Report to Stockholders for the year
ended June 30, 1997 are incorporated by reference into Part II.

Portions of the Registrant's Proxy Statement dated September 15, 1997, for the
Annual Meeting of Stockholders to be held October 15, 1997 are incorporated by
reference into Part III.

                         Exhibit index is on page 17

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the past preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.  Yes    X     No
                                                 ---         ---

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the
best of Registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K.  [X]

The aggregate market value of voting stock held by non-affiliates of the
Registrant (for purposes of such calculation, includes persons who are not
directors, executive officers, or holders of more than 10% of the registrant's
common stock) based on the average bid and asked prices of such stock at
September 1, 1997 was approximately $15,255,000.

Indicated below is the number of shares outstanding of each of the
registrant's classes of common stock as of September 1, 1997.

                       Common Stock - 2,487,382 shares

<PAGE>


                           FIDELITY FEDERAL BANCORP


                                    Index

PART I
                                                                          Page
                                                                          ----

ITEM 1     -     Business                                                    3
ITEM 2     -     Properties                                                 12
ITEM 3     -     Legal Proceedings                                          13
ITEM 4     -     Submission of Matters to a Vote of Security Holders        13

PART II

ITEM 5     -     Market for Registrant's Common Equity
                    and Related Stockholder Matters                         13
ITEM 6     -     Selected Financial Data                                    13
ITEM 7     -     Management's Discussion and Analysis of
                    Financial Condition and Results of Operations           13
ITEM 8     -     Financial Statements and Supplementary Data                13
                 Consolidated Balance Sheet                                 13
                 Consolidated Statement of Income                           13
                 Consolidated Statement of Stockholders' Equity             13
                 Consolidated Statement of Cash Flows                       13
                 Notes to Consolidated Financial Statements                 13
                 Report of Independent Auditors                             13
ITEM 9     -     Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosures                 13

PART III

ITEM 10     -    Directors and Executive Officers of the Registrant         14
ITEM 11     -    Executive Compensation                                     14
ITEM 12     -    Security Ownership of Certain Beneficial
                    Owners and Management                                   14
ITEM 13     -    Certain Relationships and Related Transactions             14

PART IV

ITEM 14     -    Exhibits, Financial Statement Schedules and Reports
                    on Form 8-K                                             15

SIGNATURES                                                                  16


<PAGE>

                                    PART I

ITEM 1.   BUSINESS
-------

OVERVIEW

     Fidelity Federal Bancorp (the "Company") formed in 1993, is a corporation
organized under the laws of the State of Indiana and is a registered savings
and loan holding company, with its principal office in Evansville, Indiana.
The Company's savings and loan subsidiary, United Fidelity Bank, fsb (the
"Savings Bank"), organized in 1914, is a federally-chartered stock savings
bank located in Evansville, Indiana.  In 1992, the Board of Directors
developed and began implementation of a new business plan for the Savings Bank
to improve the financial performance of the organization.  The key elements of
this business plan included:  (i) the formation of a holding company to
provide financial flexibility and to develop and engage in nonbanking
businesses; (ii) the formation of an affordable housing group to engage in
real estate development, management and financing of affordable housing
projects; and (iii) the growth of assets through the origination and
acquisition of loans.  Since the implementation of the business plan, the
holding company as well as an affordable housing group, consisting of four
nonbank subsidiaries of the Savings Bank, has been formed.  Revenue generated
from affordable housing activities has increased dramatically and significant
asset growth has been achieved, also resulting in higher revenues.  To
conserve capital, the Company slowed its growth in fiscal 1996 and positioned
the Company to reduce debt, increase core deposits, sell loans and use the
proceeds to fund new loan production.  During fiscal 1996 the Company
encountered increasing competition in the affordable housing group activities.
As a result the Company reevaluated its business plan in fiscal 1997 and
closed its Indianapolis, Indiana real estate development office. This process
was completed in the fourth quarter of fiscal 1997.  Due to the above, Village
Community Development Corporation, though operational in Evansville, has
reduced its activities significantly.  Due to the increased competition in the
affordable housing segment mentioned above and a change in the business plan,
the Company initiated a cost reduction program in the third quarter of fiscal
1997 which was completed early in the fourth quarter.  The cost reduction
program called for the Company to work toward achieving optimum efficiency
within its banking and real estate management, development, and financing
units by eliminating duplicative and less profitable activities. The Company
has succeeded in achieving after tax cost savings of approximately $0.44 per
share, through departmental reorganization, reconsolidation, position
attrition and 'right-sizing' of operations within all the subsidiaries.  The
Company's business plan includes the search for new financing niches both in
and outside the housing arena, increasing the profitability of the core
banking activity and to increase earnings in each business segment.

     The Company, through its savings bank subsidiary, is engaged in the
business of obtaining funds in the form of savings deposits and other
borrowings and investing such funds in consumer loans, multi-family loans,
commercial loans, and mortgage loans, primarily owner occupied one-to-four
family homes located in Indiana, and in investment and money market
securities.  The Company has engaged in the business of financing, owning,
developing, building, renting and managing affordable housing projects through
its Savings Bank wholly-owned subsidiaries, Village Capital Corporation
(formerly known as Fidelity Federal Capital Corporation), Village Management
Corporation, Village Community Development Corporation and Village Housing
Corporation (collectively, the "Affordable Housing Group").  The Affordable
Housing Group structures and participates in multifamily housing developments
which have been granted tax credits pursuant to Section 42 of the Internal
Revenue Code of 1986, as amended (the "Code") and tax-exempt bond financed
developments.  Village Housing Corporation as general partner to limited
partnerships which own the developments, receives a percentage interest in the
profits, losses and tax credits during the life of the project and receives a
percentage of the annual cash flow and residual (sale or refinancing) proceeds
during operation and at disposition or refinancing of the developments,
respectively.  Village Community Development Corporation, as contractor and
developer, receives construction and development fees as the project is
completed.  Village Management Corporation, as manager of the completed
project, receives a fee based on a percentage of rental payments received from
the project's tenants.  As part of Village Management's duties as project
manager, it monitors compliance with the requirements of the Code to prevent
recapture of all or a portion of the tax credits or forfeiture of the
tax-exempt status of the bonds which would occur if certain tenant eligibility
and rent restriction requirements were violated.  Village Capital Corporation
("VCC") has packaged loan requests for developers of multifamily residential
real estate projects eligible for federal tax credits and tax exempt
financing.  While most of the loans packaged to date have been referred to the
Savings

                                      3

<PAGE>

Bank for origination, VCC also packages loan transactions for other lenders,
if the opportunity arises.  VCC has earned fees by providing real estate
mortgage banking and consulting services to unaffiliated borrowers. The
Savings Bank, as lender, can earn points and interest on loans made to
developers.  The Savings Bank's credit decisions are subject to applicable OTS
restrictions on loans of this type.

     The final subsidiary of the Savings Bank, Village Insurance Corporation,
is engaged in the business of selling credit life insurance, as well as
accident and health insurance, to the Savings Bank's loan customers.

     A second subsidiary of the Company, Village Securities Corporation, a
discount brokerage service, was dormant in fiscal 1996, but began operations
in July 1997.

     The Company had consolidated total assets of $240.0 million and total
shareholder's equity of $12.9 million as of June 30, 1997.

The Company's subsidiaries at June 30, 1997, are listed below:

<TABLE>
<CAPTION>

                                                 PRINCIPAL            YEAR            ASSETS
SUBSIDIARY                                        OFFICE            ORGANIZED     (in thousands)
------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>            <C>
1. United Fidelity Bank, fsb                  Evansville, IN          1914           $233,874

Subsidiaries of United Fidelity Bank, fsb:
   Village Capital Corporation                Evansville, IN          1994              1,254
   Village Insurance Corporation              Evansville, IN          1980                 56
   Village Management Corporation             Evansville, IN          1992                321
   Village Community Development
     Corporation                              Evansville, IN          1992              4,700
   Village Housing Corporation                Evansville, IN          1992              6,798


2. Village Securities Corporation             Evansville, IN          1994                 79

</TABLE>


     The Company's home office is located at 700 S. Green River Road, Suite
2000, Evansville, Indiana, 47715 and its telephone number is (812) 469-2100.

     The Company has reviewed future accounting pronouncements and anticipates
no significant impact on the Company's financials.

COMPETITION

     The Company and the Savings Bank faces strong direct competition for
deposits, loans and other financial-related services.  The Savings Bank
competes in Indiana, Kentucky and Illinois with the other thrifts, commercial
banks, credit unions, stockbrokers, finance companies and insurance companies.
Some of these competitors are local, while others are statewide or national.
The Savings Bank competes for deposits principally by offering depositors a
variety of deposit programs, convenient office locations, hours and other
services, and for loan originations primarily through competitive interest
rates and fees, the efficiency and quality of service provided and the variety
of loan products offered.  Some of the non-bank financial institutions and
financial services organizations with which the Savings Bank 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 the Savings Bank in providing certain services.  As
of September 1, 1997, approximately 5 banks, 4 thrifts, and 12 credit unions
operated in the Evansville, Indiana metropolitan area, which is the Savings
Bank's principal deposit market area.  The Savings Bank is currently the
second largest thrift in this market.  Many competitors are substantially
larger or have significantly greater capital resources than the Savings Bank.
Due to recently enacted legislation to allow

                                      4

<PAGE>

unlimited interstate branching, the Company and the Savings Bank may
experience heightened competition from existing competitors and other major
financial institutions seeking to expand their regional banking presence in
Indiana.

     The Affordable Housing Group competes with other real estate developers
for projects throughout the United States.  The competition for affordable
housing projects focuses on locations, available tax credits or tax-exempt
bond allocations, and for eligible tenants which meet the criteria for an
affordable housing project.  Since the IRS Section 42 tax credit program was
created in 1986, competition has consistently increased in this area.
Particularly during fiscal 1996  the Affordable Housing Group began seeing a
reduction in the fees charged for their service, in order to remain
competitive in the market.  This increased competition continued into fiscal
1997, resulting in the Company to reevaluate its business plan in fiscal 1997
and close its Indianapolis, Indiana development office.  This was completed in
the fourth quarter of 1997.  The Company's business plan is to continue
searching for new financing niches both in and outside the housing arena.

REGULATION OF THE COMPANY

     The Company is a savings and loan holding company within the meaning of
the Home Owners' Loan Act of 1933 ("HOLA"), as amended.  The Company is
registered with the Office of Thrift Supervision ("OTS") and is subject to OTS
regulations, examinations, supervision and reporting requirements.  As a
subsidiary of a savings and loan holding company, the Savings Bank is subject
to certain restrictions in its dealings with the Company and with other
companies affiliated with the Company.

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

     The Company 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 Director of the OTS determines that
there is reasonable cause to believe that the continuation by a savings and
loan holding company of an activity constitutes a serious risk to the
financial safety, soundness, or stability of its subsidiary savings
association, the Director of the OTS may impose such restrictions as deemed
necessary to address such risk and limit (i) payment of dividends by the
savings association, (ii) transactions between the savings association and its
affiliates, and (iii) any activities of the savings association that might
create a serious risk that the liabilities of the holding company and its
affiliates may be imposed on the savings association.

     Notwithstanding the above rules as to permissible business activities of
unitary savings and loan holding companies, if the savings association
subsidiary of such a holding company fails to meet the Qualified Thrift Lender
Test ("QTL test"), as discussed below, then such unitary holding company would
become subject to the activities restrictions applicable to multiple savings
and loan holding companies.  Additional restrictions on the savings
association's ability to obtain advances from the FHLB also apply.

     If the Company were to acquire control of another savings association,
other than through merger or other business combinations with the Savings
Bank, the Company would thereupon become a multiple savings and loan holding
company.  Except where such acquisition is pursuant to the authority of the
OTS to approve emergency thrift acquisitions and where each subsidiary savings
association meets the QTL test, the activities of the Company and any of its
subsidiaries (other than the Savings Bank or other subsidiary savings
associations) would thereafter be subject to further restrictions.  The HOLA
provides that, among other things, no multiple savings and loan holding
company or subsidiary thereof which is not a savings association shall
commence or continue for a limited period of time after becoming a multiple
savings and loan holding company or subsidiary thereof, any business activity
other than (i) furnishing or performing management services for a subsidiary
savings association,

                                      5

<PAGE>

(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 FRB as permissible for
bank holding companies, unless the Director of 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 Director of
the OTS prior to being engaged in by a multiple savings and loan holding
company.

     The Director of 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, if the multiple savings and loan
holding company involved controls a savings association which operated a home
or branch office in the state of the association to be acquired as of March 5,
1987, or if the laws of the state in which the association to be acquired is
located specifically permit 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 such
state-chartered savings associations).  The Director of the OTS may also
approve an acquisition resulting in a multiple savings and loan holding
company controlling savings associations in more than one state in the case of
certain emergency thrift acquisitions.

     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") upon receipt of approval by the
Indiana Department of Financial Institutions.  Moreover, Indiana Savings and
Loan Holding Companies 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 upon receipt
of approval by the Indiana Department of Financial Institutions.

     Subject to certain exceptions, commonly controlled banks and savings
associations must reimburse the Federal Deposit Insurance Corporation ("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.  Such claims by
the FDIC under this provision are subordinate to claims of depositors, secured
creditors, and holders of subordinated debt, other than affiliates.

SAVINGS BANK REGULATION

     General.  As a federally chartered, SAIF-insured savings association, the
Savings Bank is subject to extensive regulation by the OTS and the FDIC.  The
OTS periodically examines the books and records of the Savings Bank 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.

     The Savings Bank is also subject to federal and state regulation as to
such matters as loans to officers, directors, or principal shareholders,
required reserves, limitations as to the nature and amount of its loans and
investments, regulatory approval of any merger or consolidation, issuance or
retirements of its securities, and limitations upon other aspects of banking
operations.  In addition, its activities and operations are subject to a
number of additional detailed, complex and sometimes overlapping federal and
state laws and regulations.  These include state usury and consumer credit
laws, state laws relating to fiduciaries, the Federal Truth-In-Lending Act and
Regulation Z, the Federal Equal Credit Opportunity Act and Regulation B, the
Fair Credit Reporting Act, the Community Reinvestment Act, anti-redlining
legislation and antitrust laws.

     The United States Congress is considering legislation that would require
all federal savings associations, such as the Savings Bank, to either convert
to a national bank or a state-chartered bank by a specified date to be
determined.  In addition, under the legislation, the Company likely would not
be regulated as a savings and loan holding company but rather as a bank
holding company.  This proposed legislation would abolish the OTS and transfer
its functions among the other federal banking regulators.  Certain aspects of
the legislation remain to be

                                      6

<PAGE>

resolved and, therefore, no assurance can be given as to whether or in what
form the legislation will be enacted or its effect on the Company and the
Savings Bank.  Any changes in legislation or regulations, whether by
legislation or regulatory action, could have a material impact on the Savings
Bank and its operations.  Neither the Company nor the Savings Bank can predict
what, if any, future actions may be taken by legislative or regulatory
authorities or what impact any such actions may have on the operations of the
Company or the Savings Bank.

     Qualified Thrift Lender Requirement.  In order for the Savings Bank to
exercise the powers granted to federally-chartered savings associations and
maintain full access to FHLB advances, it must be a "qualified thrift lender"
("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 June 30, 1997,
the qualified thrift investment percentage test for the Savings Bank was
84.2%.

     Liquidity.  Under applicable federal regulations, savings associations
are required to maintain an average daily balance of liquid assets (including
cash, certain time deposits, certain banker's acceptances, certain corporate
debt securities and highly rated commercial paper, securities of certain
mutual funds and specified United States government, state or federal agency
obligations) of not less than 5% of the average daily balance of the savings
association's net withdrawable deposits plus short-term borrowing during the
preceding calendar month.  Under HOLA, this liquidity requirement may be
changed from time to time by the Director of the OTS to any amount within the
range of 4% to 10%, depending upon economic conditions and the deposit flows
of member associations.  A savings association is also required to maintain an
average daily balance of short-term liquid assets of not less than 1% of the
average daily balance of its net withdrawable deposits and short-term
borrowing during the preceding calendar month.  At June 30, 1997, the Savings
Bank was in compliance with these liquidity requirements.

     Loans-to-One-Borrower Limitations.  HOLA 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 June 30, 1997,  the Savings Bank's loan-to-one-borrower
limitation was approximately $3.4 million and no loans to a single borrower
exceeded that amount, except as provided herein.  Under certain OTS
regulations, 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 June 30, 1997, the Savings Bank had made
$24.2 million in such loans under this higher lending limit.

     Commercial Real Property Loans.  HOLA 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.

     Limitation on Capital Distributions.  The OTS regulations impose
limitations on capital distributions by savings associations.  Under the
rule, a savings association is classified as a tier 1 institution, a tier 2
institution, or a tier 3 institution, depending on its level of regulatory
capital both before and after giving effect to a proposed capital
distribution.  A tier 1 institution may generally make capital distributions
in any calendar year up to 100% of its net income to date during the calendar
year plus the amount that would reduce by one-half its "surplus capital ratio"
(i.e., the percentage by which the association's capital-to-assets ratio
exceeds the ratio of its capital requirements to its assets) at the beginning
of the calendar year.  No regulatory approval of the capital distribution is
required, but prior notice must be given to the OTS.  Restrictions exist on
the ability of tier 2 and tier 3 institutions to make capital distributions.
For purposes of this regulation, the Savings Bank is a tier 1 institution.

                                      7

<PAGE>

INSURANCE OF DEPOSITS.

     Deposit Insurance.  The FDIC is an independent federal agency that
insures the deposits, up to prescribed statutory limits, 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 the Savings Bank.  The FDIC is required to
maintain designated levels of reserves in each fund.

     Assessments.  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 may increase assessment rates for either fund if necessary
to restore the fund's ratio of reserves to insured deposits to the target
level within a reasonable time and may decrease these rates if the target
level has been met.  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.

     On September 30, 1996, President Clinton signed into law legislation
which included provisions designed to recapitalize the SAIF and eliminate the
significant premium disparity between the BIF and the SAIF.  Under the new
law, the Savings Banks was charged a one-time special assessment equal to
$.657 per $100 in assessable deposits at March 31, 1995.  The Savings Bank
recognized this one-time assessment as a non-recurring operating expense of
$1,040,000 ($628,000 after tax) during the three-month period ending September
30, 1996, and paid this assessment on November 27, 1996.  The assessment was
fully deductible for both federal and state income tax purposes.  Beginning
January 1, 1997, the Savings Bank's annual deposit insurance premium was
reduced from .23% to .0644% of total assessable deposits.  BIF institutions
pay lower assessments than comparable SAIF institutions because BIF
institutions pay only 20% of the rate being paid by SAIF institutions on their
deposits with respect to obligations issued by the federally-chartered
corporation which provided some of the financing to resolve the thrift crisis
in the 1980's ("FICO").  The 1996 law also provides for the merger of the SAIF
and the BIF by 1999, but not until such time as bank and thrift charters are
combined.  Until the charters are combined, savings associations with SAIF
deposits may not transfer deposits into the BIF system without paying various
exit and entrance fees, and SAIF institutions will continue to pay higher FICO
assessments.  Such exit and entrance fees need not be paid if a SAIF
institution converts to a bank charter or merges with a bank, as long as the
resulting bank continues to pay applicable insurance assessments to the SAIF,
and as long as certain other conditions are met.

     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.
The Savings Bank received a satisfactory rating from the OTS in its most
recent CRA examination.  Also, the FHLB is required to adopt regulations
establishing standards of community investment and service for members of the
FHLB System to meet to be eligible for long-term advances.  Those regulations
are required to take into account a savings association's CRA record and the
member's record of lending to first-time home buyers.  The Savings Bank
intends to maintain its record of community lending and to meet or exceed the
applicable CRA standards.

     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

                                      8

<PAGE>

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 far greater 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 Director of OTS that enforcement action to be
taken with respect to a particular savings institution.  If action is not
taken by the Director, the FDIC has authority to take such action under
certain circumstances.

     Standards for Safety and Soundness.  In 1995 the federal banking agencies
prescribed for all insured depository institutions safety and soundness
standards in the form of guidelines, relating to internal controls,
information systems and audit systems, loan documentation, credit
underwriting, interest rate risk exposure, asset quality and growth, earnings,
and compensation, fees and benefits.  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 require the institution  to comply with the restrictions
applicable under the prompt corrective action provisions of the Federal
Deposit Insurance Act.

     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 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
("FDI 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.  Generally, subject to narrow
exceptions, the FDI Act requires the banking regulator to appoint a receiver
or conservator for an institution that is critically undercapitalized.  The
FDI Act authorizes the banking regulators to specify the ratio of tangible
capital to assets at which an institution becomes critically undercapitalized
and requires that ratio to be not less than 2% of assets.

     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
leverage ratio is 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 Director of 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, (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.  The capital
standards established by the OTS for savings associations must generally be no
less stringent that those applicable to national banks.

                                      9

<PAGE>

     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
intangible assets other than certain qualifying supervisory goodwill and
certain purchased mortgage servicing rights.  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.

     In determining total risk-weighted assets for purposes of the risk-based
requirement, (i) each off-balance sheet asset must be converted to its
on-balance sheet credit equivalent by multiplying the face amount of each such
item by a credit conversion factor ranging from 0% to 100% (depending upon the
nature of the asset), (ii) the credit equivalent amount of each off-balance
sheet asset and the book value of each on-balance sheet asset must be
multiplied by a risk factor ranging from 0% to 100% (again depending upon the
nature of the asset), and (iii) the resulting amounts are added together and
constitute total risk-weighted assets.  Total capital, for purposes of the
risk-based requirement, equals the sum of core capital plus supplementary
capital (which, as defined, includes, among other items, perpetual preferred
stock not counted as core capital, limited life preferred stock, subordinated
debt and general loan and lease loss allowances up to 1.25% of risk-weighted
assets, less certain deductions).  The amount of supplementary capital that
may be counted towards satisfaction of the total capital requirement may not
exceed 100% of core capital.

     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, 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 (NPV) resulting from a 200
basis point increase or decrease in market interest rates, divided by the
estimated economic value of its assets.  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.  The IRR component is an
amount equal to one-half the difference between its measured interest rate
risk and 2%, multiplied by the estimated economic value of its total assets.

     The 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 (referred to as "service corporations")
and to make loans to such subsidiaries and joint ventures in which such
subsidiaries are participants 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.  In addition, federal
regulations permit associations to make specified types of loans to such
subsidiaries, in which the association owns more than 10% of the stock, in an
aggregate amount not exceeding 50% of the association's regulatory capital if
the association's investment is in compliance with applicable loans-to-one-
borrower regulations.  A savings association which acquires a non-savings
association subsidiary, or which elects to conduct a new activity within a
subsidiary, must give the FDIC and the OTS at least 30 days advance written
notice.  The FDIC may, after consultation with the OTS, prohibit specific
activities if it determines such activities pose a serious threat to SAIF.

     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, including
consolidated subsidiaries, as reported in the Saving Bank's latest quarterly
Thrift Financial Report.  The Savings Bank's total assessment for the year
ended June 30, 1997 was $73,000.

                                      10

<PAGE>

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.  Savings associations acquired by bank
holding companies may be converted to banks if they continue to pay SAIF
premiums, but as such they become subject to branching and activity
restrictions applicable to banks.

     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 Section 7701(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.

     Finally, The Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (the "Riegle-Neal Act") permits bank holding companies to acquire
banks in other states and, with state consent and subject to certain
limitations, allows banks to acquire out-of-state branches either through
merger or de novo expansion.  The State of Indiana enacted legislation
establishing interstate branching provisions for Indiana state-chartered banks
consistent with those established by the Riegle-Neal Act (the "Indiana
Branching Law").  The Indiana Branching Law authorizes Indiana banks to branch
interstate by merger or de novo expansion, provided that such transactions are
not permitted to out-of-state banks unless the laws of their home states
permit Indiana banks to merge or establish de novo banks on a reciprocal
basis.  The Indiana Branching Law became effective March 15, 1996.

TRANSACTIONS WITH AFFILIATES

     Pursuant to HOLA, 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 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.  Section 22(h) of the Federal Reserve Act imposes
restrictions on loans to executive officers, directors, and principal
shareholders.  Further, the Federal Reserve Board pursuant to Section 22(h)
requires that loans to directors, executive officers, and principal
shareholders be made on terms substantially the same as offered in comparable
transactions to other persons.  The Savings Bank was in compliance with these
rules at June 30, 1997.

FEDERAL HOME LOAN BANK SYSTEM

     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 member savings associations.  As a member of the FHLB of
Indianapolis, the Savings Bank 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 June 30, 1997, the
Savings Bank was in compliance with this requirement.

                                      11

<PAGE>

PERSONNEL

     As of June 30, 1997 the Company had 103 full-time equivalent employees.
The employees are not represented by any collective bargaining unit.  The
Company believes its relations with its employees are good.

     The Company maintains group life, hospital, surgical, dental, major
medical, and long-term disability programs for full-time employees.  The
Company also participates in a defined benefit pension plan covering all
eligible employees, as well as a defined contribution 401(k) plan.

ITEM 2.   PROPERTIES
-------

     The following table sets forth the location of the Company's savings bank
offices, all of which are owned by the Savings Bank, as well as certain
additional information relating to these offices as of June 30, 1997.  The
Savings Bank currently has no plans to sell or close any existing branches.


                               Year Facility                 Net
Office Location                    Opened                 Book Value
---------------                -------------              ----------

Home Office                         1974                  $1,799,000
18 NW Fourth Street
Evansville, IN  47708

Eastside Branch                     1971                   2,411,000
700 S. Green River Rd
Evansville, IN  47715

Northside Branch                    1976                     220,000
4441 First Avenue
Evansville, IN  47710

Westside Branch                     1979                     200,000
4801 W. Lloyd Expressway
Evansville, IN  47712

     The Company and the other non-bank subsidiaries use the premises of the
Savings Bank's Home office and 2nd floor of the Eastside Branch, for its
office and equipment needs and pays rental fees for such use.






                    (This space intentionally left blank)








                                      12

<PAGE>

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

     Other than as discussed herein 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.

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 fiscal year ended June 30, 1997.

                                   PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
-------   MATTERS

     The discussion concerning the market for the Registrant's common equity
and related shareholder matters under the heading "Market Summary" is included
in the 1997 Annual Report to Stockholders on page 4 and is incorporated herein
by reference.  Cash dividends by quarter for the current and previous year
appear under the heading "Quarterly Results of Operations" included in the
1997 Annual Report to Stockholders on page 11 and is incorporated herein by
reference.  Additional information relating to stockholder matters can be
found under the heading "Corporate Information" included in the 1997 Annual
Report to Stockholders on page 54 and is incorporated herein by reference.

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

     Selected Financial and Other Data included in the 1997 Annual Report to
Stockholders on page 5 is incorporated herein by reference.

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

     Management's Discussion and Analysis of Financial Condition and Results
of Operation included in the 1997 Annual Report to Stockholders on pages 7
through 25 is incorporated herein by reference.

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

     The financial statements and supplementary data required under this item
are incorporated herein by reference to pages 26 through 53 of the 1997 Annual
Report to Stockholders.

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

     No response to this item is required.



                                      13

<PAGE>

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------

     The information to be provided under this Item is incorporated by
reference to the information under the heading "Information Concerning
Nominees, Directors and Executive Officers" on pages 5 through 7, and under
the heading "Security Ownership Reporting" on page 19, (up to but exclusive of
the information presented under the caption "Ratification of the appointment
of Auditors of the Company", and "Shareholders Proposals"), of the Company's
definitive proxy statement dated September 15, 1997, as filed with the
Securities and Exchange Commission pursuant to Regulation 14A.

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

     The information to be provided under this Item is incorporated by
reference to the information under the heading "Executive Compensation and
Other Information" on pages 9 through 17 (up to but exclusive of the
information presented under the caption "Security Ownership of Management" on
page 17) of the Company's definitive proxy statement dated September 15, 1997,
as filed with the Securities and Exchange Commission pursuant to Regulation
14A.

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

     The information to be provided under this Item is incorporated by
reference to the information under the headings "Beneficial Ownership" on
pages 3 and 4 (up to but exclusive of the information presented under the
caption "Proxies" on page 4), and under the heading "Security Ownership of
Management" on pages 17 through 19 (up to but exclusive of the information
presented under the caption "Security Ownership Reporting" on page 19), of the
definitive proxy statement dated September 15, 1997 as filed with the
Securities and Exchange Commission pursuant to Regulation 14A.

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

     The information to be provided under this Item is incorporated by
reference to the information under the heading "Certain Transactions and Other
Matters Between Management and the Company" on page 8 (up to but exclusive of
the information presented under the captions "Board Meetings", and "Board
Committees"), of the Company's definitive proxy statement dated September 15,
1997 as filed with the Securities and Exchange Commission pursuant to
Regulation 14A.







                    (This space intentionally left blank)










                                      14

<PAGE>



PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
--------

(a) (1) The following consolidated financial statements are included in Item 8:

                                                            Page Number in
                                                             Annual Report
Independent Auditor's Report on
Consolidated Financial Statements                                26

Consolidated Balance Sheet
June 30, 1997 and 1996                                           27

Consolidated Statement of Income -
For the years ended June 30, 1997,
1996, and 1995                                                   28 and 29

Consolidated Statement of Changes in Stockholders'
Equity - For the years ended
June 30, 1997, 1996, and 1995                                    30

Consolidated Statement of Cash Flows -
For the years ended June 30, 1997, 1996, and 1995                31 and 32

Notes to Consolidated Financial Statements                       33 through 53

(2) See response to Item 14 (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 (a)             Articles of Incorporation of the Company, filed as
                      exhibit 3(a) to the Company's 1995 Annual Report on Form
                      10-K, are incorporated herein by reference.

    3 (b)             By-Laws of the Company, filed as exhibit 3(b) to the
                      Company's 1994 Annual Report on Form 10-K, are
                      incorporated herein by reference.

   10          (a)    The 1987 Incentive Stock Option Plan, filed as exhibit
                      10(c) to the Company's 1995 Annual Report on Form 10-K,
                      is incorporated herein by reference.

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

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

   11                 Statement regarding computation of per share earnings.

   13                 1997 Annual Report to Stockholders of Fidelity Federal
                      Bancorp (Incorporated in part into the Form 10-K by
                      reference).

   21                 Subsidiaries of Fidelity Federal Bancorp.

   27                 Financial Data Schedule.

(b) No Form 8-K was filed during the last quarter of the fiscal year.

(c) See the list of exhibits in Item 14 (a) (3).

(d) No other financial statement schedules are required to be submitted.


                                      15

<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on the 17th day of September, 1997.


                                         FIDELITY FEDERAL BANCORP

                                         Registrant

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

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


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on September 17, 1997, by the following persons
on behalf of the registrant and in the capacities indicated.

By   /S/ BRUCE A. CORDINGLEY
     --------------------------------------
         Bruce A. Cordingley
         Chairman of the Board

By   /S/ M. BRIAN DAVIS
     --------------------------------------
         M. Brian Davis
         President, Chief Executive Officer
         and Director

By   /S/ CURT J. ANGERMEIER
     --------------------------------------
         Curt J. Angermeier, Director

By   /S/ WILLIAM R. BAUGH
     --------------------------------------
         William R. Baugh, Director

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

By   /S/ ROBERT F. DOERTER
     --------------------------------------
         Robert F. Doerter, Director

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


                                By  /S/  JACK CUNNINGHAM
                                    --------------------------------------
                                         Jack Cunningham, Attorney-in-fact



                                      16

<PAGE>

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

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

             11           Statement regarding computation of per share
                          earnings.

             13           1997 Annual Report to Stockholders of Fidelity
                          Federal Bancorp (Incorporated in part into the Form
                          10-K by reference).

             21           Subsidiaries of Fidelity Federal Bancorp.

             27           Financial Data Schedule.


















                                      17